- Anchorage STrEaM Academy
- Academic Policy Committee
Anchorage STrEaM Academy Bylaws
Proposed to the Academic Review Committee
TABLE OF CONTENTS
ARTICLE I: Name, Purpose, Office, Statute and Code, Fiscal Year, and Governance
Section 1: Name
Section 2: Purpose
Section 3: Office
Section 4: Statute and Code
Section 5: Fiscal Year
Section 6: Governance
ARTICLE II: Academic Policy Committee
Section 1: General Powers
Section 2: Members of the Academic Policy Committee
Section 3. Voting Members
Section 4: Term
Section 5: Term Limitations
Section 6: Vacancies
Section 7: Compensation
Section 8: Resignation
Section 9: Attendance
Section 10: Removal
Section 11: Conflict of Interest
ARTICLE III: Officers of the Academic Policy Committee
Section 1: Officers
Section 2: Election and Term of Office
Section 3: Removal
Section 4: Vacancies
Section 5: Chair
Section 6: Vice Chair
Section 7: Secretary
Section 8: Treasurer
ARTICLE IV: Election of Members to the Academic Policy Committee
Section 1: Elections Committee
Section 2: Certificated and Classified Representative Elections
Section 3: Eligibility to Vote for Parent and Community Member Positions
Section 4: Casting of Votes for Parent/Community Members
ARTICLE V: Meetings of the Academic Policy Committee
Section 1. Conduct of Meetings
Section 2: Annual and Regular Meetings
Section 3: Special Meetings
Section 4: Place of Meetings
Section 5: Notice of Meetings
Section 6: Quorum
Section 7: Manner of Acting
Section 8: Standards of Conduct for APC Members
Section 9: Executive Sessions
Section 10: Proxies
ARTICLE VI: Principal
Section 1: Selection/Removal
Section 2: Duties and Responsibilities
ARTICLE VII: Committees
Section 1: Membership of Committees
Section 2: Instruction and Responsibility
Section 3: APC Powers and Prerogatives
Section 4: Meetings
ARTICLE VIII: Contracts, Checks, Deposits, Funds and Accounting
Section 1: Contracts
Section 2: Bank Accounts, Checks, Withdrawals, etc.
Section 3: Accounting
ARTICLE IX:Code of Ethics
Section 1: ASA Academic Policy Committee Members
ARTICLE X: Conflict Resolution
Section 1: Informal Complaint Resolution
Section 2: Formal Complaint Resolution
ARTICLE XI: Indemnification
Section 1: Duty to Indemnify
Section 2: Denial of Right to Indemnification
Section 3: Determination
Section 4: Successful Defense
Section 5: Condition Precedent to Indemnification
Section 6: Insurance
Section 7: Former APC Members
Section 8: Purpose and Exclusivity
Section 9: Limitation of Liability
ARTICLE XII: Amendments to Bylaws
Section 1: Amendments
Name, Purpose, Office, Statute and Code, Fiscal Year, and Governance
SECTION 1. Name. The name of the Organization shall be Anchorage STrEaM Academy and shall hereinafter be referred to as “the school” or “ASA.”
SECTION 2. Purpose The purposes for which the school is organized are determined by the Academic Policy Committee and described within these bylaws.
SECTION 3. Office. The principal office shall be at the facility of ASA located within the municipality of Anchorage.
SECTION 4. Statute and Code. The school shall operate solely as an Anchorage School district charter school under AS 14.03.250 et seq., in accordance with all applicable local, state and federal laws, and shall not conduct business as any other type of legal entity.
SECTION 5. Fiscal Year. The fiscal year of ASA shall coincide with the fiscal year of the Anchorage School District (July 1 through June 30).
SECTION 6. Governance. The School shall be governed by the Academic Policy Committee, hereafter referred to as the APC.
Academic Policy Committee
SECTION 1. General Powers.
The affairs of the school shall be managed by the APC. The APC shall be a single body. In addition to governing and supervising all aspects of the school, the APC shall fulfill the duties prescribed in AS. 14.03.250 et seq., (Establishment of Charter Schools) and as set forth in these bylaws and shall perform the following functions, including, but not limited to:
- Ensure the fulfillment of the mission of the School as stated in the ASA-Anchorage School District Charter School Contract;
- Oversee and have accountability for academics, legal/risk management, finances, operations/maintenance, the annual budget and as otherwise permitted or required by above mentioned contract or by law;
- Promote professional conduct in accordance with Anchorage School District policies and/or Union contracts. The board will coordinate with the Labor Relations Office and respective labor unions in the case of termination or non-retention to ensure compliance with statutory due process requirements;
- Select the principal of the school. That person must have a current Type B certificate, and must be eligible for employment with Anchorage School District;
- Delegate to the Principal those tasks deemed appropriate by the APC and render to the Principal opinions regarding the hiring, evaluation, and/or termination or non-retention of teachers, staff, and other personnel to the extent permitted by law;
- Review contracts;
- Review, upon request by any parent, teacher, or staff, requests for any purchase of materials initially denied by the principal;
- Review and rule on questions, issues, or policies that occasionally arise, including but not limited to school concerns not resolved first through the teachers and principal, to the extent permitted by law;
- No member of the APC shall act on his/her own in the name of the APC unless so authorized by these bylaws or by resolution of the APC;
SECTION 2. Members of the Academic Policy Committee. The APC shall be comprised of the APC Board of Officers and APC Members. Both shall make up the Academic Policy Committee. According to AS Sec. 14.03.250 (a).
The APC will consist of no fewer than 7 members and no more than 18 members. It shall maintain 1 current ASA faculty (Seat A) who is elected to a two year term by majority vote of the current ASA faculty. A minimum of three parent/guardian positions (Seats C, D, E) are filled by parents/guardians of current students attending ASA. One parent seat will be designated as the “parent group liaison.” A minimum of two seats are filled by non-parent, non-faculty, community members (Seats F, G, H). One seat (Seat B) is reserved (yet optional to fill) for a non-certificated staff representative. Additional seats (Seats I-O) may only be filled with parent/guardians of current ASA students or other community members. The APC can add members by vote for special services and will hold the power to set the term limits. Substitutions are allowed in emergencies. Attendance at APC meetings is mandatory. APC members receive no compensation for their work on the board.
There will be an APC Chair, Vice Chair, and Secretary.
The APC will meet monthly and no less than quarterly. Meetings will include the monitoring of academic policies and achievement, managing the management, and evaluating progress toward the school’s objectives.
Seat A: Faculty
Seat B: Faculty/Staff (optional)
Seat C: Parent/Guardian (parent liaison)
Seat D: Parent/Guardian
Seat E: Parent/Guardian
Seat F: Community Seat (non-Faculty and non-Parent/Guardian)
Seat G: Community Seat (non-Faculty and non-Parent/Guardian)
Seat H: Community Seat (non-Faculty and non-Parent/Guardian)
Seat I-O: Parent/guardian OR community member (optional)
Seat P: Founder
Seat Q: Founder
Seat R: Founder
Seats P, Q, and R will be held for the original six founders with initial terms of 2 years. Founders of the ASA are always eligible to fill a founder seat for a one year term. This term may be renewed indefinitely.
SECTION 3. Voting Members. All APC members are eligible to vote on issues. However, Seats A and B may not vote on matters of personnel, staffing, or principal contracts.
SECTION 4. Term. These terms have been defined by the APC in the School Charter. The length of the term of Seats D and E shall be one (1) year. The terms of the community members will be two (2) years. The certificated seat terms are staggered when possible for re-election.
Seat Name Term (years)
Seat A (faculty) 2 years
Seat B (faculty or staff - optional) 2 years
Seat C (parent/guardian and “parent liaison”) 2 years
Seat D (parent/guardian) 1 year
Seat E (parent/guardian) 1 year
Seat F (non-faculty, non-parent) 2 years
Seat G (non-faculty, non-parent) 2 years
Seat H (non-faculty, non-parent) 2 years
Seat I-O (parent OR community member - optional) 2 years
Seat P, Q, R (founders) 1 year
SECTION 5. Term Limitations. APC seats are limited to three (3) consecutive terms with the exception of a term extension which must be approved by a majority of a quorum.
SECTION 6. Vacancies. Any vacancy occurring on the APC may be filled by majority vote of the remaining members of the APC, not merely a majority of a quorum, and shall be elected for the unexpired term of his or her predecessor in office. No vacancy should continue for longer than six months or until the next annual meeting of the APC, whichever occurs first.
SECTION 7. Compensation. Members of the APC shall not receive salaries or monies or other in-kind compensation for their services on the board. Neither shall any member of the APC receive “flex time” or per diem in exchange for hours rendered. However, nothing in this section shall prevent any APC member from serving the school in another capacity and being compensated for that service.
SECTION 8. Resignation. Any APC member may resign at any time by giving written notice to the Chair or Secretary of the APC. Such resignation shall take effect at the time specified therein or as otherwise negotiated by the APC and, unless otherwise stated, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 9. Attendance. APC members are expected to attend all regular APC meetings. Absence from a meeting must be communicated to the APC Chair or Secretary at least 24-hours in advance. Failure to attend may result in removal (See Section 10).
SECTION 10. Removal or Refusal of Board Members. The board may remove or refuse any member who:
- Has failed to attend two or more consecutive regular board meetings in any calendar year; Work sessions do not count as “meetings” unless the member’s role is vital to that meeting;
- Has been declared of unsound mind by any order of court;
- Has been convicted of a felony;
- For such other good causes as the board may determine.
SECTION 11. Conflict of Interest. An APC member shall disclose all conflicts of interest and may not act in matters in which he or she has a substantial and material conflict of interest.
- Conflict of Interest Defined.
An APC member shall be considered to have a conflict of interest if he or she or a member of his or her immediate family:
- has an economic interest in a transaction which is the subject of proposed action by the school and the economic interest is adverse, competitive, potentially adverse or potentially competitive to the interest of the school;
- is a member of or holds a significant interest in another entity that is the subject of the proposed action by the school;
- is an officer or manager of another entity that is the subject of the proposed action by the school; or,
- is a party to or a potential party to threatened or pending litigation or administrative proceedings in which the position is adverse to that of the school.
However, a member does not have a Conflict of Interest where the interest of the member or his or her immediate family is no different than that of APC members of the school generally or of other members.
- Determination of Substantial and Material Conflict of Interest.
When an APC member has a potential Conflict of Interest in a matter, the member shall notify the APC Board of Officers before the Board considers the matter. The existence of a potential Conflict of Interest shall be recorded in the minutes of the meeting of the APC members.
The APC shall determine if a particular member has a substantial and material Conflict of Interest by vote. The APC member with a potential Conflict of Interest shall abstain from this vote and shall leave the meeting while the disinterested members discuss and vote on the potential Conflict of Interest.
The APC may void a previous action of the APC when the action included participation of a member with a substantial and material Conflict of Interest, upon a showing that (i) the vote of the disinterested members present at the meeting and voting would have been insufficient to take the challenged action without the inclusion of the vote of the member who had the Conflict, and (ii) the action taken was unfair to the school.
- Disqualification of APC Member.
If a majority of the voting APC members vote that a substantial and material Conflict of Interest exists, then the member shall be disqualified from voting on the matter in which he or she has a substantial and material Conflict of Interest.
Officers of the Academic Policy Committee
SECTION 1. Officers. The officers of the APC shall be Chair, Vice Chair, and Secretary each of whom must be a voting member of the APC in good standing.
SECTION 2. Election and Term of Office. The term of all officers of the APC shall be one (1) year. The officers of the APC shall be elected yearly by a simple majority of the full APC at the November meeting. If the election of officers is not held at such meeting, elections shall be held as soon thereafter as possible.
SECTION 3. Removal. Any officer elected or appointed by the APC may be removed from office (but not from the APC) by a simple majority vote of the full APC whenever in its judgment the best interests of the School would be served thereby.
SECTION 4. Vacancies. A vacancy in any office may be filled by a simple majority vote of the full APC for the unexpired portion of the term.
SECTION 5. Chair. The Chair shall:
- be a voting member of the APC;
- have been involved with ASA either through the school, attending APC meetings, or other events, for one (1) year prior to being nominated;
- be the presiding officer at all meetings of the APC;
- have such authority and perform such duties as shall be directed by the APC.
SECTION 6. Vice Chair. The Vice Chair shall:
- be a voting member of the APC;
- have been involved with ASA either through the school, attending APC meetings, or other events, for one (1) year prior to being nominated;
- perform the duties of Chair in the absence of the Chair, or designate another APC member to do so;
- perform such duties as shall be directed by the APC.
SECTION 7. Secretary. The Secretary shall:
- be a voting member of the APC;
- have been involved with ASA either through the school, attending APC meetings, or other events, for one (1) year prior to being nominated;
- keep or cause to be kept the minutes of the meetings of the APC in computer files;
- see that all notices and agendas are duly given and posted in accordance with the provisions of these Bylaws and as required by law;
- keep an updated list of the mailing address, email address, and telephone numbers of each member of the APC;
- perform such other duties as from time to time may be assigned to him/her by the APC.
Election of Members to the Academic Policy Committee
SECTION 1. Elections Committee. APC shall govern and oversee the election of open seats. The Principal may administer the election process as designated by the APC. The election process should include the following, prior to September 30th:
- Solicit, review, and accept nominations from candidates for open seats.
- In its discretion, the APC may nominate individuals at the October APC meeting who have not submitted an application as candidates for open seats.
- Publicly recognize candidates, who may submit, in writing or in person, statements of candidacy (maximum of three minutes) to the parents, students, or school personnel at the October APC meeting.
- Prepare a secret ballot listing the candidates.
- Distribute and collect the secret ballots and otherwise oversee the election so that it is conducted in a fair manner.
- Advise the candidates and the APC of the election results.
- Prepare a report stating the results of the election, which report shall be kept at the principal office of the School and be made available for review by interested parents, teachers, or staff members of the School.
SECTION 2. Faculty/Staff Representative Elections. In October of each year the faculty will elect by secret ballot one (1) representative to a two (2) year term on the APC. Likewise, in October of every other year the staff (non-certificated) may elect by secret ballot one (1) representative to a two (2) year term on the APC. In the event there is only a single candidate in either election, barring any objection, approval may be made by voice vote.
- Only certificated employees and regular classified employees may vote for their respective representatives in those elections. The Principal does not vote in either election.
- The procedures as outlined in the AEA handbook will be followed for Candidate nominations, voting procedures, and election decisions.
SECTION 3. Eligibility to Vote for Parent and Community Member Positions. Only parents or legal guardians of students currently enrolled in the School during the election period, and any voting APC member, are eligible to vote in elections of parent/community member positions. The APC will be responsible for monitoring voter eligibility and resolving any disputes involving the casting of ballots.
SECTION 4. Casting of Votes for Elections of APC Members.
Voting may occur:
- Electronically during the voting window .
- The principal is only allowed to vote in the parent election if they have children enrolled in the program.
Meetings of the Academic Policy Committee
SECTION 1. Conduct of meetings. The rules contained in Robert’s Rules of Order shall govern the conduct of meetings of the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws. The Chair may apply Robert’s Rules informally in order to facilitate discussion amongst the members.
SECTION 2. Annual and Regular Meetings. The APC will conduct meetings in accordance with the Open Meetings Act, A.S. 44.62.310 et seq., Anchorage Municipal Code, and Anchorage School Board Policy. All meetings shall be conducted and all notices and agendas posted in accordance with these regulations. If any portion of these Bylaws is more specific than these regulations, then that portion of these Bylaws shall control these regulations, unless prohibited by law.
The annual meeting of the APC shall be held in February of each year for the transaction of such other business as may come before the meeting. The APC shall, for at least the first year, hold regular monthly meetings. The annual and regular meeting can coincide.
SECTION 3. Special Meetings. Special meetings of the APC may be called by the Chair, Principal, or any three members of the APC.
SECTION 4. Place of Meetings. The APC may designate any place within the Municipality of Anchorage as the place of meeting for any annual meeting, regular meeting, or special meeting. If no designation is made, the place of meeting shall be at the school. The APC may designate locations outside the boundary of the Municipality of Anchorage. The location must be approved by 60% of the APC and posted a minimum of one calendar week prior to the meeting.
SECTION 5. Notice of Meetings. Notice of annual, regular, or special meetings stating the place, day, and hour of any meeting shall be delivered, either personally, by mail, or by e-mail to each member of the APC not less than one (1) day before the date set for such meeting. In addition, at least twenty-four (24) hours prior to each meeting, notice of and the agenda for each meeting shall be posted at the School. New issues not posted on the agenda may nonetheless be raised, discussed and voted upon at any meeting.
SECTION 6. Quorum. Greater than fifty percent (50%) of the voting members of the APC constitutes a quorum. Telephonic participation is permitted.
SECTION 7. Manner of Acting. The act of a majority of the members of the APC at a meeting at which a quorum is present either in person or telephonically shall be the act of the APC, unless the act of a greater number is required by law or by these Bylaws.
SECTION 8. Standards of Conduct for APC Members. All APC Members shall sign and abide by the “Code of Ethics” (See Section IX) for ASA Academic Policy Committee members. This document shall be created, modified, and approved by a majority of the APC.
SECTION 9. Executive Sessions. All regular and special meetings of the APC shall be open to the public, except that, upon a vote of a majority of the members present, an executive session may be held in accordance with AS 44.62.310.
The motion requesting the executive session shall state the nature of the matter to be discussed. Only those persons invited by the APC or permitted by law may be present during the executive session. Unless invited or permitted by law, no teacher/teacher’s aide APC member shall be entitled to attend any executive session in which personnel issues specific to a particular employee are discussed, and no teacher/teacher’s aide APC member shall be entitled to vote on any such issue in public session. The APC shall not make final policy decisions, nor shall any resolution, rule, regulation, or formal action or any action approving a contract or any other final action, be approved at any session which is closed to the general public. Matters discussed during the executive sessions shall remain confidential among those attending. The Secretary of the APC shall maintain topical minutes of all executive sessions.
SECTION 10. Proxies. Members of the APC may not vote by proxy.
SECTION 1. Selection/Removal. The Principal shall be selected by a majority vote of the full APC. Removal of the Principal will require a majority vote of the full APC when in its judgment the best interests of the School would be served thereby and should follow the terms described in the Principal’s contract.
SECTION 2. Duties and Responsibilities. The Principal shall have those day-to-day management and other duties as assigned and delegated by the APC, or as required by law. With the advice of the APC, the Principal shall select, appoint, or otherwise supervise employees of the School. The Principal shall see that all policies, orders, and resolutions of the APC are carried into effect. Upon delegation by the APC, the Principal shall:
- Maintain financial records of the School;
- Manage the day-to-day operation of the School to ensure that the terms of the contract are met;
- Meet regularly with parents and teachers of the School to review, evaluate, and improve operations of the School;
- Attend all APC meetings to monitor progress in achieving ASA’s policies and goals;
- Submit appropriate information as required by the School District, Department of Education or Federal and State Agencies;
- Submit for approval or disapproval to the APC all significant policy, professional development and financial decisions that may have a substantial impact upon the school;
- Perform other duties as assigned by the APC or outlined in the job description;
- The Principal shall form a hiring committee for open ASA positions that may include at least one (1) APC member and one (1) teacher/staff. Principal makes the final decision on hiring.
SECTION 1. Membership of Committees. By resolution adopted by a majority of a quorum of the APC, the APC may designate and appoint one or more committees to perform specific tasks assigned by the APC. Members will be selected by the APC from a list of volunteers who are parents of children attending the School, community members at large, the Principal, teachers, or teachers’ aides.
SECTION 2. Instruction and Responsibility. Each committee shall be clearly instructed as to the length of time each member is being asked to serve, the service the APC wishes each committee to render, the extent and limitations of responsibility, the resources the APC will provide, and the approximate dates on which the APC wishes to receive reports. Recommendations of special advisory committees shall be based on research and fact and shall be advisory to the APC.
SECTION 3. APC Powers and Prerogatives. All recommendations of a committee must be submitted to the APC for official action. The APC shall have the power to dissolve any committee and shall reserve the right to exercise this power at any time during the life of any committee.
SECTION 4. Meetings. Special committees to the APC shall comply with the requirements concerning public meetings that are specified in ARTICLE V, SECTIONS 1-10.
Contracts, Bank Accounts, Checks, Withdrawals, and Accounting
SECTION 1. Contracts. The APC has the authority to enter into contracts, execute and deliver instruments, and otherwise legally bind the School. The APC may delegate this authority, either in specific instances or in general, to the Principal or his/her designee, or to any officer of the APC. In regard to grant approval, the Principal must approve grants under $5000. Grants over $5000 must be approved by the APC.
SECTION 2. Accounting. The Principal or his/her designee shall present to the APC at the annual APC meeting an itemized budget. The APC may at any time cause a full or partial independent audit of School monies to occur.
Code of Ethics
SECTION 1. ASA Academic Policy Committee Members.
The ASA Academic Policy Committee endorses the following code of ethics
for all APC members:
As a member of the Anchorage STrEaM Academy Academic Policy Committee, I will strive to improve our charter school education, and to that end I will:
- attend all regularly scheduled board meetings insofar as possible, and become informed concerning the issues to be considered at those meetings;
- recognize that I should endeavor to make policy decisions only after full discussion at publicly held board meetings;
- render all decisions based on the available facts and my independent judgment, and refuse to surrender that judgment to individuals or special interest groups;
- encourage the free expression of opinion by all board members, and seek systematic communications between the board and students, staff, and all elements of the community;
- work with other board members to establish effective board policies and to delegate authority for the administration of the school to the principal;
- communicate to other board members and the principal the expression of public reaction to board policies and school programs;
- inform myself about current educational issues by individual study and through participation in programs providing needed information, such as those sponsored by my state and national school boards association;
- support the employment of those persons best qualified to serve as school staff, and insist on a regular and impartial evaluation of the school principal;
- avoid being placed in a position of conflict of interest;
- take no private action that will compromise the board or administration, and respect the confidentiality of information that is privileged under applicable law;
- and remember always that my first and greatest concern must be the educational welfare of the students attending ASA.
Violation of this Code may result in removal from the APC by an established quorum at a meeting and/or legal action to the fullest extent of the law.
Communication is paramount within the ASA community. Most complaints can be resolved by informal discussions between the complainant and the employee or the employee's principal/supervisor. The formal complaint process is reserved for complaints which are not resolved after the informal process has been attempted.
SECTION 1. Informal Complaint Resolution. Complaints should be first directed to the staff member involved in order to work through the problem to get it resolved. If talking with the staff member directly does not resolve the complaint, document (write) the complaint and attach any other related documentation. Send the written complaint to the principal. The principal will get back to you within three days to schedule a conference to assist you in resolving the difficulty. The principal will decide upon a course of action that is in the best interest of the school.
SECTION 2. Formal Complaint Resolution. If communication with the principal does not satisfactorily resolve the issue, contact an APC member (names are found on the website and listed at school). Send the written complaint and any related paperwork. If the APC member feels further review is warranted, he/she may offer to accompany you to a meeting with the principal to resolve the issue.
If a meeting between the APC member, complainant, and the principal does not result in a satisfactory resolution, a subcommittee (three APC members) will be appointed by the Chair to conduct a hearing and make a ruling. The ruling of the subcommittee shall be final and binding unless appealed to the District.
The process to appeal to the District is excerpted below from SBP 333.97:
- District Appeal. Any party directly involved in the complaint may appeal the Academic Policy Committee's decision to the Anchorage School District. Appeals must be in writing and signed by the person bringing the appeal. In addition, all appeals will include the following information:
- a clear, concise statement of the complaint or dispute;
- a statement of the steps by which the Charter School's complaint resolution process has been followed, or the reasons that process could not be followed; and
- a proposed remedy or resolution.
Ordinarily, if the complaint resolution process has not been followed or completed, the appeal will be referred back to the Charter School for completion of that process.
- District Review. The Superintendent or designee shall review the written appeal and may conduct such other investigations as he or she deems appropriate. At his or her discretion, a hearing may be held by the Superintendent, designee, or hearing officer. A written decision shall be issued promptly, but in any event within 30 days unless extenuating circumstances require more time.
- School Board Review. A party to the dispute or complaint may request that the School Board review the Superintendent's decision. The decision will be presented as a Board Memorandum for approval, modification, or rejection, and the Board will take such action as it deems appropriate.
- Standard of Review. The Academic Policy Committee should remain free to make reasonable discretionary decisions concerning the operation of the Charter School without interference from the Board or District except as stated in this policy. The Academic Policy Committee's decision will not be reversed or modified unless clearly required for health or safety reasons, or to comply with law, collective bargaining agreements, the Charter School Contract, or School Board Policies with which the Charter School is required to comply.
- Charter School Complaints. If a charter school believes the District's actions or inactions are inappropriate, it should attempt to resolve that situation informally. In addition, the Academic Policy Committee may file a complaint with the District pursuant to the procedures set out in 333.97(d) – (g), above, except that d(2) is not applicable.
(These procedures will not apply to matters of discipline of specific students or personnel matters relating to specific employees other than the Principal of the charter school. Also excluded from this policy are allegations of criminal activity or of acts or conditions tending to create immediate risk of serious harm to the health and safety of others. In these cases, a report should be immediately made to the Superintendent or designee, or to the appropriate state or municipal enforcement agency. See SBP 333.97.)
SECTION 1. Duty to Indemnify. Subject to the sections below, the school shall defend, indemnify and hold harmless 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 (other than an action by or in the right of the school) by reason of or arising from the fact that the person is or was an APC member against costs and expenses (including attorney's fees) of the suit, action, or proceeding, judgments, fines, and settlements actually and reasonably incurred in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the school and, with respect to a criminal action or proceeding, did not know and had no reasonable cause to believe the conduct was unlawful.
The termination of any action, suit or proceeding shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the school and, with respect to a criminal action or proceeding, a presumption that the person did not know and had no reasonable cause to believe that the conduct was unlawful.
SECTION 2. Denial of Right to Indemnification. Subject to the provisions of Sections 5 and 6 below, or unless otherwise ordered by a court, indemnification and defense under Section 1 of this article may only be made by the organization upon a determination by the board that defense and indemnification of the APC member is proper under the circumstances because the person has met the standard of conduct set forth in Section 1 of this Article, provided however, no person may receive defense or indemnification in those matters in which that person engaged in willful or intentional misconduct in the performance of duties as an APC member. In the case of any challenge to the propriety thereof, the person shall be afforded a fair opportunity to be heard as to that determination. Defense and indemnification payment may be made, subject to repayment upon ultimate determination that defense and indemnification is not proper.
SECTION 3. Determination. The determination described in Section 2 shall be made:
- by the APC by a majority vote, or
- by independent legal counsel, if directed by the APC by a majority vote of disinterested members or in the absence of a quorum.
SECTION 4. Successful Defense. Notwithstanding any other provisions of Sections 1, 2 or 3 of this Article, but subject to the provisions of Section 5 below, if a person is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article, or in defense of any claim, issue or matter therein, the person shall be indemnified against costs and expenses (including attorney’s fees) actually and reasonably incurred in connection therewith.
SECTION 5. Condition Precedent to Indemnification. Any person who desires to receive defense and indemnification under this Article shall notify the school within a reasonable time that the person has been named a defendant to an action, suit or proceeding of a type referred to in Section 1 and that the person intends to rely upon the right of indemnification described in this Article. The notice shall be in writing and mailed via registered or certified mail, return receipt requested, to the APC Chair at the main address of the school or, in the event the notice is from the President, to the APC Secretary. Notice need not be given when the Corporation is notified by being named a party to the action.
SECTION 6. Insurance. The APC, at its discretion, may purchase appropriate insurance coverage for the risks described in this Article. To the extent that such an insurance policy (or policies) provides coverage where this Article does not, a director seeking indemnity shall have the benefit of that coverage, and the rules set out in this Article shall apply to any deductible or co-insurance requirement, or to any claims in excess of policy limits.
SECTION 7. Former APC Members, Etc. The indemnification provisions of this Article shall be extended to a person who has ceased to be an APC member as defined earlier in the bylaws and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such person.
SECTION 8. Purpose and Exclusivity. The defense and indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those defended and indemnified may be entitled under any applicable law.
SECTION 9. Limitation of Liability. No APC member of this organization shall have any personal liability to the school for monetary damages for the breach of fiduciary duty as a Director except as set forth in AS 10.20.151(d) and (e).
Amendments to Bylaws
SECTION 1. Amendments. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a two-thirds (2/3) vote of the full APC at any regular meeting or any special meeting, provided that the proposed change in the Bylaws has been submitted in writing to all of the members of the APC and posted publicly in the School’s office at least two (2) days prior to the meeting at which the proposed change will come up for a vote. Proposed changes to the Bylaws may be submitted by any member of the APC, by parents with students currently enrolled in the School, or by the Principal or teachers, each then under contract with the School, for consideration by the APC. No alteration, amendment, or repeal of these Bylaws, or passage of new Bylaws, shall take effect until approval by the Anchorage School District.
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned Secretary of the Academic Policy Committee of Anchorage STrEaM Academy does hereby certify that the above and foregoing Bylaws were duly amended by the Anchorage STrEaM Academy APC on the 6th day of August, 2018 .