PCCS shall have and continuously maintain in the State of North Carolina a registered office and a registered agent whose office is identical with such registered office. Such registered office shall be located at 119 East Second Avenue, Gastonia, NC, 28502. PCCS may have offices at such other places as the Board may from time to time determine, or as the affairs of PCCS may require.

Article II

Purpose

The purpose of Piedmont Community Charter School, Inc., a Challenge Foundation Academy ("PCCS" or "School") shall be (a) to operate as a charter school in Gaston County, North Carolina in accordance with and pursuant to the Charter Schools Act of 1996, Chapter 731, as in effect from time to time of the North Carolina General Statutes (herein "the Act") and (b) to engage in activities related to the operation of such charter school that are permitted to be carried on by a nonprofit corporation pursuant to Chapter 55A of the North Carolina General Statutes, consistent with those portions of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, relating to educational organizations, the provisions of the Act, and other applicable laws.

Article III

Directors

General Powers:

The governing body of PCCS is a corporate body whose official title shall be "The Piedmont Community Charter School, a Challenge Foundation Academy, Board of Directors (the "Board").

The Board is responsible for the development of school policies, rendering decisions, and taking other necessary actions that further the School's best interests. The Head of School is primarily responsible for the oversight and effective implementation of Board policies and decisions.

Because all powers of the Board lie in its actions as a corporate body, individual board members may exercise their authority over school affairs only as they vote and act as one Board or by delegation by the Board. An individual Board member, including the President, shall have individual powers and duties only as required by law, board policy, or other governing document, and when the Board votes to assign any other special·authority to him.

Particular duties of the Board include the following:

a. To determine and uphold the school's mission and purpose;

b. To enact policy;

c. To hire and support the Head of School and conduct an annual performance review of the Head of School;

d. To adopt curriculum and provide instructional resources;

e. To hire all employees, typically at the recommendation of the Head of School;

f. To approve the school budget, financial reports, and audits;

g. To determine the needs and seek funding for the operation and development of the School;

h. To provide for the planning, expansion, improvement and maintenance of facilities;

i. To evaluate the School's educational program and its effectiveness;

j. To ensure legal and ethical integrity and maintain accountability;

k. To assess the Board's performance and orient new board members;

1. To keep the public informed of the actions of the Board.

Number, term and qualification:

The Board shall consist of nine (9) elected and/or appointed voting members plus several non-voting members (i.e., "ex officio" members) as described below. Of the voting members, two (2) members represent the parents of enrolled students (one representing K-5 and one representing 6-12) and one (1) shall represent TeamCFA in accordance with any affiliation agreement in effect. The ex officio members include the Head of School, two (2) members ("Staff Representatives") who represent the full-time teachers and administrative staff (employees), and the immediate past President of the Board (assuming the immediate past President cannot otherwise continue as a voting member of the Board). Newly elected members begin training upon election and take their position on the Board at the Annual Meeting. All elected Directors must be United States citizens and may not serve for more than six (6) consecutive years. After at least a one-year lapse in service, a person may serve for up to another six (6) years in accordance with the election (or, if applicable, appointment) procedures herein as if they had not previously served as a board member.

The term of each voting member shall be two years and shall begin upon induction into office at the Annual Meeting of the Board (or at other times if filling a previous member's term). Each non-employee member's term shall expire upon the election (or, if applicable, appointment) and induction of a successor two (2) years later or sooner if the Director is no longer fit or eligible to serve. The term of the Staff Representatives shall be two years and shall expire upon the election and induction of a successor two years later or sooner if the Staff Representative is no longer fit or eligible to serve.

A member of the Board ("Director") must be known to be a person of intelligence, good moral character, special skills, and supportive of the School’s mission. It is preferred that candidates have shown an interest by serving on a board committee.

Board members are public servants and shall conduct themselves in a reputable and responsible manner, exhibiting high standards of personal integrity and service to PCCS. To that end each director is expected to:

a. Attend and meaningfully participate in all meetings except in extenuating

circumstances;

b. Serve and make decisions in an unbiased manner, to best serve the School;

c. Be willing to reasonably sacrifice time, effort, and personal interests for the benefit of the School;

d. Engage in no activity or vote on matters that involve a conflict of interest or the appearance thereof;

e. Take no private action that will compromise the School’s wellbeing;

f. Respect and guard the confidentiality of privileged information;

g. Devote sufficient time to understanding School and Board issues in order to be able to explain these to members of the school community, engage in meaningful deliberations, and make responsible decisions; and

h. Make a meaningful annual contribution to the School.

Training:

The Board shall assist each newly elected member in understanding the Board's functions, policies, and procedures before the elected member takes office. Each newly elected member is encouraged to attend meetings as a visitor in the interim between his election and the beginning of his term; he will be provided with materials including agenda packages and a copy of the Board's policy manual. All board members are encouraged to participate in workshops, retreats, conferences, and joint meetings with neighborhood and other charter schools to ensure ongoing education about board functions, responsibilities, ethical obligations, and the efficient oversight of charter schools.

Election of Directors:

Elections to the Board shall be held no later than the Annual Meeting, or as otherwise described herein. Elected and appointed voting board members will take their position on the Board at the Annual Meeting. Those members whose term is complete will continue in their position until the Annual Meeting when they begin a subsequent term or their successor takes office.

Under normal circumstances, board members shall be elected (or appointed) annually as follows:

A. At-Large Members - not more than four (4) elected by the voting members of the Board preferably at its last regular meeting held prior to June 1;

B. One (1) Parent Representative Member - elected by parents of students enrolled at the time of the election on an alternating basis either a K-5 grade representative or a 6-12 grade representative depending on the current designation of existing and continuing member ("Parent Representative") (e.g., if the existing and continuing member is the K-5 grade Parent Representative, then the election will relate to the 6-12 grade Parent Representative);

C. One (1) Employee Member ("Staff Representative") - elected by the employees on an alternating basis provided that the member elected each year shall alternate between K-5 and 6-12 grade staff (e.g., if the existing and continuing member is the K-5 grade Staff Representative, then the election will relate to the 6-12 grade Staff Representative);

D. One (1) Team CFA Member - one (1) appointed or reappointed by TeamCFA.

In addition, in any voting cycle, additional directors may be elected (or, if applicable, appointed) to fill the remaining term of any board member unable to complete his or term. The highest number of votes cast will determine election results for individual candidates.

Election of President: The President shall be elected or reelected by the Board to a two-year term, provided that the term shall not to exceed their tenure as a member of the Board. If the President resigns prior to completion of his term, the Vice-President will serve as Interim President and the Board may elect a new Vice-President at its first meeting following the President’s resignation. The Interim President and Vice-President will hold these offices until the next election under standard guidelines.

Parent Representative: One Board member shall be elected each year from among the parents of the students enrolled in the relevant grade levels in the School during that year. Election is to occur at a called meeting held for that purpose. The School shall provide at least two (2) weeks' notice to parents by any method reasonably calculated to give them actual notice of the meeting. Each parent of an enrolled student at the time of the vote shall possess a single vote. The Head of School or their designee shall preside over the nomination and election phases of the meeting and ensures that a neutral person tabulates the results accurately. In the event a parent representative serving on the Board resigns or no longer has a child enrolled at the School, the Head of School may contact the person from the most recent parent election receiving the second highest number of votes and that person shall, if he or she accepts, become a member of the Board. If such person is no longer available or eligible, the Board may call for a special election. Records from the parent election must be kept until the following election for the same grade levels.

Staff Representative: One full-time teacher or administrative staff member shall be elected each year to the Board by the School employees, alternating between K-5 and 6-12. In keeping with the School's original charter, and like the Head of School, the Staff Representatives will be non-voting members of the Board. The election is to occur before June 1 of each calendar year. The School shall provide at least two (2) weeks' notice to employees by any method reasonably calculated to give them actual notice of the meeting. Each employee has a single vote, provided such person is on a standard one-year contract and has not received notice that his employment shall not continue for the following year. The Head of School or his/her designee shall preside over the nomination and election and will ensure that a neutral party tabulates the results accurately. In the event a Staff Representative resigns or is dismissed, the Head of School may contact the person from the most recent staff election for the applicable grade levels receiving the second highest number of votes and that person shall, if he or she accepts, become a Staff Representative. If such person is no longer available or eligible, the Board may call for a special election. Records from the staff election must be kept until the following election for the applicable grade levels.

Removal:

Any Board member may be removed with or without cause by a simple majority vote of the Board at any meeting. Examples for which a Director may be considered for dismissal include, but not limited to, any one of the following breaches of integrity: violating the confidentiality of items discussed during closed session by disclosing any detail or item of conversation to an individual, group or other organization not otherwise belonging to the Board; undermining the effectiveness of the Board and any directives, instructions or other policies promulgated by them; being indicted or convicted of a felony; failing to observe and abide by the terms and conditions stated in the Policies or Bylaws of PCCS; and/or any other act that would constitute a breach of integrity in the opinion of the voting members of the Board as expressed in vote taken in accordance with this Section.

Resignation:

When a board member determines that it is necessary to resign from the Board, that board member shall notify the President in writing of such intent, when circumstances allow at least thirty days in advance of the effective date of his resignation. The Board President shall promptly notify other board members and shall include the matter on the agenda for the next regular board meeting. If the President resigns, he shall notify the Board as a whole.

Vacancies:

All vacancies in the elected voting membership of the Board shall be filled by a majority vote of the remaining members of the Board, except as otherwise provided herein. Any director elected in case of a vacancy shall serve the remaining unexpired term of the office in which the vacancy occurs. Upon the resignation of any Director appointed by TeamCFA, that position shall remain vacant until a successor is appointed by TeamCFA.

Conflict of Interest:

If a matter comes before the Board which places a Director in a conflict of interest between the interests of PCCS and the interest of the Director, or the Director’s family or business, the Director with the conflict shall affirmatively disclose such conflict and shall be prohibited from participating in the discussion and vote on the particular matter. In addition, PCCS shall comply with the voting and disclosure provisions of the Director Conflict of Interest section of the Non-Profit PCCS Law NCGS 55A-8-31. Annually, each Director, Officers and Staff Member will sign a Conflict of Interest Policy Statement in a form approved by the Board.

Executive Committee:

The Board may, by resolution adopted by a majority of the Board then in office, designate two (2) or more voting Directors of PCCS to constitute an Executive Committee, which shall have and exercise, to the extent provided in such a resolution and consistent with North Carolina law, all of the authority of the Board in the management of PCCS affairs during intervals between the meetings of the Board. The Executive Committee shall be subject to the authority and supervision of the Board. If the Board does not designate members of the Executive Committee from time to time, then by default the Executive Committee shall be made up of the Officers of the Board to the extent there are at least two (2) such officers.

Other Committees:

The Board may establish other committees whether ad hoc or standing, in addition to the Executive Committee, to accomplish the goals and conduct the programs of PCCS. Such committees shall have such responsibilities and powers as the Board shall specify by resolution including approval of any School policies. Members of such other committees may, but need not, be members of the Board. The Board of Directors, with or without cause, may remove a committee member appointed by the Board of Directors.

Ad Hoc Committees: The following are suggested Ad Hoc committees:

Budget and Finance
Policy
Audit
Anne Beam Morgan Scholarship Fund
Disciplinary Review
Governance and Nominations
Strategic Planning

The Board is not limited to these committees and may form these committees and others as deemed necessary by a majority vote. The President may appoint members and/or Chairpersons of any such Board committee.

Article IV Meetings

of Directors

The Board shall meet on a regular schedule to provide for the efficient and proper operation of PCCS. All official board meetings shall be subject to the requirements of the North Carolina Open Meetings law (Chap. 143, Art. 33; G.S. 143-318.9 et al.). This includes conformity with the following requirements:

Official Meetings, Quorum, and Rules of Order: An official meeting of the Board is a meeting or gathering together at any time or place or the simultaneous communication by conference telephone or other electronic means of a majority of board members for the purpose of conducting hearings, participating in deliberations, or voting upon or otherwise transacting the school business. However, a social meeting or other informal assembly or gathering together of board members is not an official meeting unless called or held to evade the spirit and purposes of state public meetings laws.

The School shall keep full and accurate minutes of all official meetings, including any closed sessions. Such minutes may be in written form or may be in the form of sound or video recordings. When the Board meets in closed session, it shall keep a general account of the closed session so that a person not in attendance would have a reasonable understanding of what transpired. Such accounts may be a written narrative, or video or audio recordings. Such minutes and accounts shall be public records within the meaning of the state public records law provided, however, that minutes or an account of a closed session may be withheld from public inspection as permitted by law.

A quorum of the Board shall consist of one-half of all voting members of the entire Board currently holding office. A quorum is required to convene any regular meeting of the Board. If at any point during a regular Board meeting a quorum does not exist, the meeting shall be recessed until a quorum is present or the meeting is adjourned. Members may not participate in a meeting or vote by proxy.

The Board may choose to conduct its meetings in accordance with the most current edition of Robert's Rules of Order except when such rules are superseded or suspended by board policy, a majority vote of the Board, or by law. The guiding principle shall be that procedure which provides for good and efficient order in board meetings.

Meeting Classifications and Schedule

a. Annual Meetings: The Annual Meeting of the Board will be held the third Tuesday of June each calendar year, or such other day in June as the Board may designate in accordance with law. The purpose of the Annual Meeting is to act on business brought before the Board, approve the calendar of regular meetings, set the date, time, and place of such meetings. The term of any Board member's service otherwise scheduled to expire at about the time of the Annual Meeting shall be deemed to continue or be limited to the actual date on which the Annual Meeting occurs.

b. Regular Meetings: Regular meetings of the Board are held once a month and are subject to the following rules and procedures:

The Board Secretary shall keep on file and post the schedule of regular board meetings. The Secretary shall, when feasible, also file any schedule revisions and post the revised schedule at least seven days prior to the first meeting under the revised schedule. The Board Secretary shall make available to the public the date, time, place, and major topics of regular meetings. The Board President may change or cancel a regular board meeting when he deems it in the Board’s best interest. Notice of such changes shall be posted within a reasonable time in the school office and provided to board members, the media, and others entitled to such notice. The Bylaws of PCCS may be amended at regular Board meetings as permitted by law. The Board shall, at a minimum, meet eight times per year as long as and consistent with North Carolina charter school requirements.

c. Special Meetings: Special meetings of the Board may be called to enable the Board to consider a single or special matter. A special meeting may be called by the President, the Secretary, or at the request of two board members, when the President, Secretary, or the two requesting members believe the matter should not wait until the next Regular Meeting.

d. Emergency Meetings: The Head of School or the Board President may call for an emergency meeting to consider matters of an urgent nature requiring immediate attention. Only the matter(s) necessitating the meeting shall be considered at such meetings.

e. Recessed Meetings: The Board may recess a meeting to be resumed at a later time, date, and location. This decision shall be announced in open session.

f. Electronic Meetings: The Board may hold an official meeting by use of conference telephone or other electronic means; it shall provide a location and means whereby members of the public may listen to, observe, or otherwise understand the proceedings of such meetings. The notice of the meeting shall specify the location and forum. A fee of up to $25.00 may be charged to each such listener to defray in part the cost of providing the necessary location and equipment.

Notice of Meetings: Notice to the school community shall conform to state open meetings requirements, particularly G.S. 143-318.12., including the following:

a. Regular Board Meetings: The School shall keep a current copy of the schedule on file in the school office and with the Board Secretary, showing the date, time, and place of regular meetings.

b. Emergency Meetings: The School shall provide notice of an emergency meeting to each local media outlet that has filed a written request for such notice; such request shall include the media outlet’s telephone number to be used for emergency meeting notices. The emergency meeting notice shall be given either by telephone or by the same method used to notify the members of the School and shall be given to media outlets immediately after notice has been given to those members. This notice shall be given at the expense, if any, of such party to be notified.

c. Recessed Meetings: If the Board recesses a regular, special, or emergency meeting, the date, time and place at which the meeting is to be continued shall be announced in open session of the recessed meeting; no further notice shall be required.

d. Other Meetings: Except in the case of an Emergency Meeting, written notice of a meeting, not part of the regular meeting schedule, stating its purpose shall be:

i. Posted on the main bulletin board of the main office of the School, and

ii. Mailed or delivered to each media organization or any other person or entity which has filed a written request for such notice with the Secretary or the School.

This notice shall be posted and mailed or delivered at least 48 hours before the time of the meeting. The School may require that such media organizations submit, annually, a written renewed request for notice. The School may charge a fee to persons other than the media, who request notice of meetings, of ten dollars per calendar year, and may require them to renew their notice requests on a quarterly basis.

Closed Sessions: The Board may hold closed sessions, not subject to public observance, in accordance with G.S. 143-318.11. The closed session may be extended to a later time by announcement of the President. A closed session may be conducted for any purpose allowed by state law, including but not limited to the following:

a. To prevent disclosure of privileged or confidential information;

b. To prevent premature disclosure of a prize or award;

c. To consult with an attorney to preserve the attorney-client relationship;

d. To consider contract negotiations or terms;

e. To consider personnel matters such as employment decisions, misconduct, a personnel evaluation, or other matters not subject to public disclosure; and f. To consider matters involving confidential student records, threats, safety, or student misconduct.

Structure of Board Meetings

a. Agenda

The Secretary, in consultation with the Board President, shall prepare the agenda for regular board meetings. Any member of the school community may request that an item be placed on the agenda. A written request must be received by the Secretary at least fourteen days prior to the meeting and must include supporting documentation and any action requested. The Secretary may decide whether to place the item on the agenda. A board member may request additional information or clarification when the agenda item is discussed.

The Board Secretary shall see that each board member receives a copy of the agenda and minutes of the prior board meeting. The Head of School will provide any support materials or reports related to the agenda, all of which shall make it available to the public five days prior to a regular meeting.

At the meeting, the Board may, by majority vote, add an item that is not on the agenda. The first item of business shall be the approval of the agenda. Once approved, no new item may be added to the agenda for consideration except by two-thirds vote of those present.

b. Minutes

The Board Secretary shall see that minutes are kept of all board meetings including closed sessions. The minutes shall be recorded and filed in the school office. Minutes for open meetings shall be available for public inspection during regular office hours. The minutes shall include:

1. The date, time, and place of the meeting;

2. The officer presiding over the meeting;

3. Those members in attendance;

4. A record of all matters coming before the Board for discussion or action;

5. A record of all votes and actions taken by the Board;

6. Resolutions and motions in full (policies, reports, and other documents relating to a motion may be omitted if they are referred to and identified by title and date);

7. Any action to recess for closed session with a general statement of the purpose (the minutes of closed sessions may be withheld from public inspection if it is deemed that open inspection would hinder the purpose of the session); and

8. The time of adjournment.

Unofficial minutes shall be distributed to board members in advance of the next regular board meeting and shall be available to the public. Minutes need not be read publicly provided that members have had an opportunity to review them before approval. The minutes shall be official when approved by the Board and signed by the President and the Secretary.

c. Voting

The Board votes by voice unless otherwise deemed necessary by the President or a majority of the Board. If the Board votes by written ballot, each voting member shall sign his ballot; the minutes shall show the vote of each member. All ballots shall be available for public inspection in the school office following the meeting until the minutes of that meeting are approved, at which time the ballots may be discarded.

Attendance and Participation

a. Board Members

When feasible, each board member shall give advance notice to the President or Head of School of his or her inability to attend a board meeting. Directors absent from three (3) consecutive regular meetings of the Board or one-half of the regular meetings of the Board within one (1) fiscal year may be subject to removal unless such absence is due to ongoing illness or the absence is authorized by resolution of the Board.

If a board member is on active duty or required training status with the military, the Board shall grant an extended leave of absence to cover the period of service or training. The extended leave of absence may not have the effect of extending the board member’s term. The Board also has the authority to appoint an interim successor to the absent board member’s position. The interim successor shall serve until the board member returns or the end of the board member’s term.

b. Public Participation

The Board represents and serves PCCS community and, recognizes the value of public comment on educational issues. The Board may provide opportunities for the public to express interest in and concern for the School. Members of the community may attend all open meetings of the Board. Board meetings shall be controlled so the Board can proceed with its business within a reasonable time.

The Board shall not deliberate, vote, or otherwise take action upon any matter by reference to a letter, number or other designation, with the intention of making it impossible for persons attending a meeting of the public body to understand what is being deliberated, voted, or acted upon unless the reference and relevant information is sufficiently worded in the agenda enabling the public to understand what is being deliberated or acted upon.

The Board may, if it chooses, provide a period in any meeting when visitors may address the Board on subjects related to the agenda or otherwise made open for public comment. To permit fair and orderly comment, visitors wishing to address the Board must sign-up before the meeting in a manner designated by the Board.

At any designated time, visitors shall be recognized by the President pursuant to prescribed time limits and other requirements established by the President or the Board. The President has the discretion to interrupt or terminate a statement when the President deems such statement to be detrimental to the orderly and effective conduct of the board meeting. The Board may modify or overrule the President.

Parents are free to comment or discuss concerns with a Director at any time. However, if a specific action is requested, the procedure set forth above must be followed.

Individuals with disabilities who need accommodation to observe and participate in a board meeting shall, when feasible, contact the Head of School at least seven days prior to a regular meeting and as soon as possible in advance of a special meeting.

Any person who willfully interrupts or disturbs a board meeting may be directed to leave by the President. Any person who refuses to leave may be subject to removal by law enforcement officers and to civil and/or criminal penalties.

c. Media Coverage and Recording (N.C.G.S. 143-318.14)

Except as otherwise provided by law, any media outlet (e.g., radio or television station) is entitled to broadcast all or part of an open board meeting. In addition, any person may photograph, film, tape, record, or otherwise reproduce any part of an open meeting in a non-disruptive manner.

The School may regulate the placement and use of media equipment to prevent undue interference with a meeting as long as this does not prevent the equipment’s intended use. If the President, in good faith, determines that the meeting cannot accommodate such equipment and an adequate alternative meeting room is not readily available, the President may require the pooling of such equipment and the personnel operating it.

d. Public Hearings

The Board may, at its discretion, hold public meetings to hear the views of members of the school community on particular matters. Such hearings are primarily to receive information and input and not to deliberate or decide a particular matter. Such meetings will be conducted in an orderly, fair and effective manner so as to offer reasonable opportunities for participants to express their views. The Board shall not be obligated to adhere to any particular view but shall consider the information received in making any necessary decisions.

Article V

Officers

The voting members of the Board shall elect officers by majority vote at the Annual Meeting of the Board. The president shall be elected in alternating years or as otherwise necessary to fill a vacancy in the position. Voting for directors by proxy is prohibited.

The Officers of the Board shall consist of a President, Vice-President, Treasurer, and Secretary whose duties are as follows:

President: presides at board meetings, decides questions of order, appoints all committees and their chairperson, is an ex-officio member of all board committees, calls special meetings of the Board, signs official documents that require a signature, and performs all other duties prescribed by law, by action of the Board, and in accordance with the organization's Bylaws, Policies, and Procedures. When any officer of the Board is unable to perform his duties, the President may assign such duties to another board member on an interim basis until such officer is able to resume performance of his duties. The President has the same right as other members to offer resolutions, discuss questions, and vote.

Vice-President: performs the duties and exercises the powers of the President when the President is unavailable to exercise such duties and powers and when such performance is reasonably necessary to conduct the affairs of the School. The Vice-President performs other duties and has such powers, as the Board prescribes.

Secretary: keeps an accurate record of the acts and proceedings of all meetings and actions of the Board and gives all notices required by law. The Secretary has general charge of the corporate books, records, and the corporate seal, and he affixes the corporate seal to any lawfully executed instrument requiring it. The Secretary signs any document as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as assigned by the Board.

Treasurer: has custody of all funds and securities belonging to PCCS and receives, deposits, or disburses the same under the direction of the Board. The Treasurer must keep full and accurate records of the finances of PCCS in books especially provided for that purpose; and must keep a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made and filed in the registered agent's office of PCCS within four months after the end of such fiscal year. The statement must be kept available for inspection by the Directors and auditors. The Treasurer, in general, fulfills all duties to his office and such other duties as may be assigned him by the Board.

Article VI

Contracts, Loans, and Deposits

Contracts

The Board may authorize one (1) or more officers, agents, or employees of PCCS to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances by Board resolution or as set forth in any School approved policy or procedure. Unless so authorized by the Board, no officer, agent, or employee shall have any power to bind PCCS or to render it liable for any purpose or amount.

Legal Counsel and Other Professional Consultation

The Board may deem it necessary to seek specialized and expert opinion and/or services in legal or other matters. To this end, the Board may employ or retain an individual or firm qualified and licensed (as necessary) to render such opinion or perform such service. Such individual or firm, including legal counsel, shall represent and serve the Board, unless such individual or firm is expressly appointed to represent the Head of School or other employee.

Loans

Unless authorized by the Board, no loan shall be made by or contracted for on behalf of PCCS and no evidence of indebtedness shall be issued in its name. Such authorization may be general or confined to specific instances. No indebtedness of any kind, incurred or created, by PCCS shall constitute an indebtedness of the State of North Carolina or of its political subdivisions and no indebtedness of PCCS shall involve or be secured by the faith, credit or taxing power of the State of North Carolina or its political subdivisions (N.C.G.S. 115C-238.29H).

Checks

All checks, drafts, or other orders for payment of money by PCCS shall be signed by such person or persons as the Board may from time to time designate by Board resolution including any approved policies and procedures. Such designation may be general or confined to specific instances.

Indemnification

PCCS shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit, proceeding by or on the behalf of PCCS) by reason of the fact that he is or was a director, officer, committee member, member, agent, or employee of PCCS or is or was serving at the request of PCCS as a member, director, officer, agent or employee of another entity, against expenses including attorneys’ fees, judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of PCCS and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person acted or failed to act other than in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of PCCS, and with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

Article VII

General Provisions

Section 1. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be July 1 through June 30.

Section 2. Gender: The use of masculine or feminine pronouns or terms in these Bylaws shall be deemed to include both masculine and feminine genders, unless such would be clearly inappropriate when read in context.

102. HEAD OF SCHOOL

The Head of School is instrumental in the school’s success, providing attentive and thoughtful instructional, operational, and administrative leadership to the students, staff, parents, and community. The Head of School exercises a variety of responsibilities to address the critical points of accountability across the K-12 program. The Head of School organizes, administers, supervises, and evaluates all aspects of the school’s design within the school and with the greater community. The Head of School is expected to guide staff in understanding and implementing the Core Knowledge Sequence across grade K-8 and content area. The Head of School will be held accountable for the continuous improvement of the school and its staff and for increased student achievement. The Head of School partners with the Board, TeamCFA, and the administrative leadership team to deliver on the school’s Mission, embody the Core Values, and instill the attributes identified in the Portrait of a Graduate. The Head of School will receive an annual evaluation from the board, which will be based on the expectations set forth in the job description.

The Head of School is designated to be primary contact with North Carolina Department of Public Instruction (“NC DPI”) and will fulfill other school-wide responsibilities, which include:

a. Scheduling regular faculty meetings, and

b. Providing regular school-wide communications

The Head of School is responsible for planning improvements that directly address the school's Critical Points of Accountability which include:

a. Student performance,

b. School design / instructional process,

c. Financial management,

d. Customer satisfaction, and

e. System growth.

103. OFFICIAL SPOKESPERSONS

The President of the Board, the Head of School, or any designee appointed by the President are the only individuals with authority to serve as official spokespersons of PCCS. Any person speaking in an official capacity on behalf of PCCS shall do so in a manner that he deems to best serve the interests of the School.

104. POLICY DEVELOPMENT

104.1 Overview

The Board shall be solely responsible for adopting, amending, and repealing policies. The Head of School shall develop administrative procedures necessary to ensure effective implementation of board policies. These administrative procedures shall be submitted to the Board, in writing, for the board’s information. Such procedures do not require board approval, although the Board may revise or reject them if it chooses. The Head of School is primarily responsible for proposed policy development and/or revision and shall present to the Board a draft of any recommended policies or modifications. The Head of School may seek the advice of legal counsel or other members of the school community in the development of policy.

104.2 Policy Manual – Oversight and Dissemination

Policy Manuals are intended to serve both as a tool for school management and as a source of information for the school community.

The Head of School is responsible for the following:

To establish and maintain an orderly plan for preserving, organizing, and making accessible the policies adopted by the Board;
To provide board members a current copy of the Policy Manual;
To disseminate to all employees those sections of the Policy Manual that affects them and their work;
To provide students and parents those policies and procedures to which they are subject, including those regulating the academic environment, school procedures, standards of conduct, and general operations; and
To provide easy access to the Policy Manual to the school community, keeping a copy in the school office.

All Policy Manuals distributed to anyone shall remain the property of the School and shall be subject to recall at any time.

104.3 New Policies and Amendments

Proposed policies and policy amendments may be initiated by any member of the school community and shall be presented to the Head of School in writing in the form required herein or otherwise required by the Head of School. The Head of School shall review and may present such proposals to the Board for reading and discussion, along with his or her recommendations, at the next scheduled regular meeting. The Head of School is not required to forward such proposals if, in his or her unbiased judgment, such proposals do not promote the best interests of the School. Any person submitting such proposals who is not satisfied with the Head of School’s actions, may submit a letter to the Board President briefly describing his or her concern and attaching the documentation related to the request.

The following procedure applies in adopting, amending, or repealing policies:

a. First Reading: Any proposed new policy or amendment and any necessary summary or narrative shall be provided in writing to the Secretary and President for inclusion in the board packet distributed prior to the board meeting, and should include the following:

i. All proposals shall include the title and sequence number, consistent with the table of contents of the current policy manual, with a revised table of contents.

ii. Amendments shall reference the policy to be changed and include a reprint of the current policy with revised language in highlighted, capital letters with language to be deleted lined out.

iii. Repeals need only reference the policy to be repealed by title and sequence number along with a revised table of contents.

Following reading and discussion of the proposal, unless it is deemed by the Board that immediate action is in the best interest of the School, a second reading and the vote for adoption shall normally take place at the next scheduled regular board meeting unless the Board decides on an alternative schedule. Any written statement by any person regarding a proposed policy or amendment should be directed to the Board Secretary prior to the second reading. The Board may, but is not required to invite oral statements from members of the school community.

In the event that immediate action on a proposed policy or amendment is necessary, the motion for its adoption shall provide that immediate adoption is in the best interest of the School. Only a board member may move for the Board to adopt, revise, or repeal a policy.

b. Second Reading: If a policy change receives a first reading, it shall be placed on the agenda for consideration and vote at the next regular meeting of the Board. No change to a proposed policy or amendment, as it was presented on first reading, shall be adopted on second reading unless the change receives a two-thirds vote of the directors present at the meeting. Material changes to Series 100 Organization and Governance-Policy and Procedure, as amended from time to time, as PCCS Bylaws may require approval from the North Carolina State Board of Education and/or the Office of Charter Schools. All new or amended policies shall become effective upon adoption; unless an alternative effective date is provided in the motion for adoption.

104.4 Changes to the Policy Manual

Upon approval, new and revised policies shall be entered into the Policy Manual in the appropriate section with a notation of the date of adoption and/or revision and the table of contents updated as appropriate. Upon approval, a repealed policy shall be stricken from the Policy Manual leaving only the word “Repealed” followed by the table of contents title and the dates of adoption, revision, and repeal, and the table of contents updated appropriately.

104.5 Suspensions or Waiver of Policy

In extenuating circumstances, any board policy not required by law or contract, may be temporarily suspended by a majority vote of all members present at a board meeting, provided all board members have received notice of the meeting and the notice included a proposal to suspend the policy and an explanation of the purpose. If such proposal is not made in writing in advance of the meeting, a policy may be suspended or waived only by a unanimous vote of all board members present.

104.6 Absence of Policy

In cases where action is necessary that involves a matter of significant policy import, but for which there is no policy or the application of a policy is vague or ambiguous, the Head of School may exercise, in good faith, his or her discretion to act in the manner he or she believes best serves the School. The Head of School shall inform the Board promptly of such action and make any recommendation for a change to current board policy.

Exhibit A Conflict of Interest Statement

Piedmont Community Charter School, a CFA Academy

Conflict of Interest Statement

The undersigned person acknowledges receipt of a copy of PCCS’s Policy Concerning Conflict of Interest found in Series 100-ORGANIZATION AND GOVERNANCE POLICIES AND PROCEDURES. By my signature affixed below I acknowledge my agreement with the spirit and intent of this board policy and I agree to report to the President of the Board of Directors any possible conflicts (other than those stated below) that may develop before completion of the next annual statement.

______ I am not aware of any conflict of interest.

______ I have a conflict of interest in the following area(s):

__________________________________________________________________________

Signed: ___________________________________________________________________

Print Name: ________________________________ Date: _________________________