tcsa model board policy series - rapoport academy...charter board policy for rapoport academy public...

©Texas Charter Schools Association. All rights reserved.

TCSA Model Board Policy Series 200.020 Corporate Structure

Charter Board Policy for RAPOPORT ACADEMY PUBLIC SCHOOL

INTRODUCTION The Model Board Policies for Charter Schools is a series of publications by the Texas Charter Schools Association (TCSA). These publications are an educational tool for charter school leaders to aid in the operation and management of open-enrollment charter schools in Texas.

Overall Policy Framework Each module in the Board Policy Series provides a summary of federal and state statutes, regulations, and related materials applicable to open enrollment charter schools. Citations to these materials are provided throughout the module and many contain a hyperlink so the actual statutory or regulatory provision can be accessed on the Internet. The summary is designated by the LEGAL AUTHORITY tab on the right edge of each page.

After the LEGAL AUTHORITY portion of the module you will find the model policy section designed to comply with current statutory and regulatory requirements described in the LEGAL AUTHORITY summaries. These policies are designated by the red CHARTER BOARD POLICY tab on the right edge of each page.

These are suggested policies to address the requirements set forth in this Module. Prior to adoption of the model policies by the Board of a charter school, each policy should be custom- ized by including the school’s name and by tailoring the language, if appropriate, to fit the specific needs, culture and requirements of the school. TCSA recommends that the Board of a charter school consult with and obtain the advice of the school’s legal counsel in connection with adopting policies to comply with laws governing charter schools.

TCSA plans to update the Model Board Policies for Charter Schools after each Texas Legislative Session to reflect changes in applicable laws. We also will regularly and continually update the Policy Series when changes occur in state and federal case law and administration regulations that affect open enrollment charter schools. We encourage you to renew your subscription to the policy series each year to ensure that your school has the most recent laws and regulations.

Scope of Service & Copyright Notice This policy module prepared by the TCSA is designed and intended as a resource of information for charter schools and is not to be construed as legal advice. It should be used in connection with consulting and obtaining the advice of the school’s legal counsel to ensure compliance with applicable legal requirements.

This policy module and all updates are copyrighted publications of the TCSA. All rights are reserved and will be enforced to the fullest extent of the law. The policy modules are for the sole use of the purchaser. Duplication and distribution in whole or in part are prohibited unless otherwise specifically authorized in writing by TCSA. Inquires should be directed to TCSA, 700 Lavaca, Suite 930, Austin, TX 78701.

For questions concerning the Model Board Policies for Charter Schools contact:

Lindsey Gordon, Texas Charter Schools Association [email protected] 512.584.8272

mailto:[email protected]

mailto:[email protected]

©Texas Charter Schools Association. All rights reserved. Document adopted by the Board: 08/25/2016

CHARTER BOARD POLICY

Module 200: Charter School Governance & Organization Charter School Governance & Organization, Module 200, is the second module of the Model Board Policies. The material included in this module provides a comprehensive summary of statutes and regulations that apply to the governance and organization of charter schools, as well as specific model board policies designed to comply with these legal requirements. Other policy modules in the series include:

Module 100: Charter School Governance & Organization

Module 300: General School Operations

Module 400: Students Module 500: Open Government

Module 600: Human Resources

Legal Abbreviations Used In The Model Board Policies For Charter Schools

C.F.R Code of Federal Regulations

Tex. Admin. Code Texas Administrative Code

Tex. Bus. org. code Texas Business Organization Code

Tex. Educ. Code Texas Education Code

Tex. Gov’t Code Texas Government Code

Tex. Labor Code Texas Labor Code

Tex. Local Gov’t Code Texas Local Government Code

Tex. Rev. Civ. Stat. Texas Revised Civil Statutes

U.S.C.A United States Code Annotated


CHARTER BOARD POLICY 200.020. CHARTER BOARD POLICY 200.020.

200.020. CORPORATE STRUCTURE See attached corporate bylaws and articles of incorporation


TCSA Model Board Policy Series200.020. Corporate Structure

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INTRODUCTION

The Model Board Policies for Charter Schools is a series of publications by the Texas Charter Schools Association (TCSA). These publications are an educational tool for charter school leaders to aid in the operation and management of open-enrollment charter schools in Texas.

Overall Policy FrameworkEach module in the Board Policy Series provides a summary of federal and state statutes, regulations, and related materials applicable to open enrollment charter schools. Citations to these materials are provided throughout the module and many contain a hyperlink so the actual statutory or regulatory provision can be accessed on the Internet. The summary is designated by the LEGAL AUTHORITY tab on the right edge of each page.


These are suggested policies to address the requirements set forth in this Module. Prior to adoption of the model policies by the Board of a charter school, each policy should be custom-ized by including the school’s name and by tailoring the language, if appropriate, to fit the specific needs, culture and requirements of the school. TCSA recommends that the Board of a charter school consult with and obtain the advice of the school’s legal counsel in connection with adopt-ing policies to comply with laws governing charter schools.


Scope of Service & Copyright NoticeThis policy module prepared by the TCSA is designed and intended as a resource of information for charter schools and is not to be construed as legal advice. It should be used in connection with consulting and obtaining the advice of the school’s legal counsel to ensure compliance with applicable legal requirements.


For questions concerning the Model Board Policies for Charter Schools contact: Lindsey Gordon, Texas Charter Schools Association [email protected] 512.584.8272

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Tex. Bus. Org. code Texas Business Organization Code







Module 100: Financial Operations


Module 400: Students

Module 500: Open Government


1©Texas Charter Schools Association. All rights reserved.

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200.020. CORPORATE STRUCTURENonprofit corporations are governed by the Texas Business Organization Code, Chapter 22.

A. Certificate of Formation1. The certificate of formation must state:

a. The name of the filing entity being formed;

b. The type of filing entity being formed;

c. The period of duration, if the entity is not formed to exist perpetually and is intended to have a specific period of duration;

d. The purpose(s) for which the filing entity is formed, which may be stated to be or include any lawful purpose for that type of entity;

e. The street address of the charter holder’s initial registered office and the initial registered agent at that street address;

f. The names and address of each organizer for the filing entity;

g. Any other information required by the Business Organization Code to be included in the certificate of formation for the filing entity

h. The certificate of formation may contain other provisions not inconsistent with law relating to the organization, ownership, governance, business, or affairs of the filing entity.

Tex. Bus. Org, Code §3.005.

B. Bylaws1. Adoption of Bylaws

a. The initial bylaws of the charter holder shall be adopted by its board of directors. The bylaws may contain any provisions for the regulation and management of the affairs of the charter holder that are consistent with law and the certificate of formation.

2. Amendment or Repeal

a. The board of directors may amend, repeal, or adopt new by-laws, unless:

i. Chapter 22 of the Business Organizations Code or the corporation’s certificate of formation reserves the power exclusively to the corporation’s members;

ii. The management of the charter holder is vested in its members; or

http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.22.htm

http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.3.htm#3.005


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iii. The members in amending, repealing, or adopting a particular by-law expressly provide that the board of directors may not amend or repeal that by-law.

Tex. Bus. Org. Code §22.102.

C. Filing with the State Board of Education1. A charter holder shall file with the State Board of Education (“SBOE”) a copy of its

articles of incorporation and bylaws, or comparable documents if the charter holder does not have articles of incorporation or bylaws, within the period and in the manner prescribed by the SBOE.

Tex. Educ. Code §12.119(a).


http://www.statutes.legis.state.tx.us/Docs/ED/htm/ED.12.htm#12.119


TCSA Model Board Policy Series 200.030 Mission & Vision




200.030. RAPOPORT ACADEMY PUBLIC SCHOOL'S MISSION & VISION

Mission Statement

Rapoport Academy focuses on serving economically disadvantaged students by providing an exceptional education that prepares all students for college, career, and life.

Vision Statement

Rapoport Academy Public School fosters learning that exceeds national and state standards through rigorous academics, evidence-based practices, and real world experiences. We prepare students for college, career, and life by setting high expectations, modeling core values, and involving family and community.

As a premier educational model, we will continue innovating best practices to ensure students develop confidence, character, knowledge, and skills to reach their full potential, discover their passions, embrace diversity, and become independent thinkers.


TCSA Model Board Policy Series 200.040 Board Operating Procedures



CHARTER BOARD POLICY 200.040. CHARTER BOARD POLICY 200.040. CHARTER BOARD POLICY 200.040.

200.40. BOARD OPERATING PROCEDURES The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Composition of the Board

Section 1.1. Number of Board Members. RAPOPORT ACADEMY PUBLIC SCHOOL’s Board shall consist of nine [9] members.

Section 1.2. Selection and Terms in Office. RAPOPORT ACADEMY PUBLIC SCHOOL’s Board members are selected in compliance with the bylaws of the organization. Section 1.3. Officers. The Board shall consist of the following officer positions:

a. President

i. The President of the Board is empowered to chair all Board meetings. In the

President’s absence, authority to chair a meeting shall be delegated to another Board member.

b. Secretary

i. The Secretary shall record the minutes of each Board meeting. In the

Secre- tary’s absence, a Board member shall be designated to record the minutes.

c. Vice President

i. The Vice President shall perform the duties of the President in such case as he/she is unable to perform the duties required.

d. Treasurer

i. The Treasurer shall chair the finance committee and be responsible for reviewing financial statements and compliance documents.

Section 1.4. Vacancies and Removals. RAPOPORT ACADEMY PUBLIC SCHOOL’s Board shall comply with the organizational bylaws when enacting methods for which board vacancies are filled and the methods by which members are removed.

SECTION 2. Open Government The Board shall comply with the Texas Open Meetings Act and the Texas Public Information Act. SECTION 3. Annual Report on Charter Governance The Chair of the Board, or the Chair’s designee, shall ensure that by November 1st of each year the annual report on charter governance is submitted to the Texas Education Agency.


TCSA Model Board Policy Series200.040. Board Operating Procedures

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200.040. BOARD OPERATING PROCEDURES A. Composition of the Board

1. Number of Board Members

a. The number of board members shall be a minimum of three board members. The number of directors shall be set by, or in the manner provided by, the certificate of formation or bylaws of the corporation, except that the number of directors on the initial board of directors must be set by the certificate of formation.

b. The number of board members may be increased or decreased by amendment to, or in the manner provided by, the certificate of formation or bylaws. A decrease in the number of directors may not shorten the term of an incumbent director.

c. In the absence of a provision of the certificate of formation or a bylaw setting the number of directors or providing for the manner in which the number of directors shall be determined, the number of directors is the same as the number constituting the initial board of directors.


2. Board Member Selection

a. The certificate of formation of a corporation must state the names of the initial board of directors of the corporation

b. Thereafter, members shall be elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If there is no provision describing the method of selection, the members, other than the initial members, shall be elected by the members of the governing body.

Tex. Bus. Org. Code §§22.205 – 22.206.

3. Board Member Terms in Office

a. Unless a board member resigns or is removed, a board member on the initial board of directors of a corporation holds office until the first annual election of directors or for the period specified in the certificate of formation or bylaws of the corporation. Directors other than the initial directors are elected, appointed, or designated for the terms provided by the certificate of formation or bylaws.

b. In the absence of a provision in the certificate of formation or bylaws setting the term of office for directors, a director holds office until the next annual election of directors and until a successor is elected, appointed, or designated and qualified.




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4. Vacancies on the Board

a. Unless the certificate of formation or bylaws state otherwise, any vacancy on the board shall be filled by the affirmative vote of a majority of the remaining directors, even if there is less than a quorum of the board. A board member elected to fill a vacancy is elected for the unexpired term of the member’s predecessor in office.

b. A vacancy in the board occurring because of an increase in the number of board members shall be filled as provided by the certificate of formation or bylaws.


5. Removal From Office

a. A board member may be removed from office pursuant to any provision in the certificate of formation or bylaws. In the absence of such a provision, a board member may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the board member. If the board member was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the board member.


6. Officers

a. The officers of the board shall consist of a president and a secretary. There may also be one or more vice-presidents, a treasurer, and other officers that are deemed necessary. Any two or more offices, other than the offices of president and secretary, may be held by the same person. The officers shall be elected or appointed in a manner prescribed by the certificate of formation or the bylaws. The term may not exceed three years.

b. If the certificate of formation or bylaws do not include provisions for the election or appointment of officers, the officers shall be elected or appointed annually by the board members.

Tex. Bus. Org. Code §§22.231 – 22.232.

B. Board Meetings and Public Records1. Governing bodies of charter holders and charter schools shall comply with the Open

Meetings Act (Texas Government Code, Chapter 551) and the Public Information Act (Texas Government Code, Chapter 552).

Tex. Educ. Code §12.1051; 19 Tex. Admin. Code §100.1101(b)(1).





http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.551.htm



http://info.sos.state.tx.us/pls/pub/readtac$ext.TacPage?sl=R&app=9&p_dir=&p_rloc=&p_tloc=&p_ploc=&pg=1&p_tac=&ti=19&pt=2&ch=100&rl=1101


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2. Electronic communications could constitute a deliberation and a meeting that must comply with the Texas Open Meetings Act.

Tex. Atty. Gen GA-0896 (2011).

3. For more information on the Open Meetings Act and the Public Information Act see TCSA Model Board Policy Module 500: Open Government.

C. Prohibited Quorum1. Persons related to one another within the third degree of consanguinity or within the

second degree by affinity shall not constitute a quorum of the board or any committee of the board of the charter holder or charter school.

19 Tex. Admin. Code §100.1111(f).

D. Annual Report of Charter Governance1. In General

a. No later than November 1st of each year, the charter holder shall file the following information on a charter school governance reporting form approved by the State Board of Education.

i. Identifying information for and compensation of each officer and member of the board of the charter holder;

ii. Identifying information for and compensation of each officer of the charter school;

iii. Identifying information for and compensation of each member of the board of the charter school, if the charter holder has established a board for the charter school; and

iv. Identifying information about family members serving together on boards or as administrators.

2. Required Identifying Information The identifying information required for an individual may include fax numbers and electronic mail addresses and shall include:

a. The title of each position held or function performed by the individual;

b. The specific powers and duties that the board of the charter holder or charter school have delegated to the individual, as described by the powers and duties listed in the charter;

c. The legal name of the individual;

https://www.oag.state.tx.us/opinions/opinions/50abbott/op/2011/pdf/ga0896.pdf



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d. Any aliases or names formerly used by the individual, including maiden name;

e. A mailing address for the individual, if an officer; and the street address of the individual’s primary residence if a board member; and

f. Telephone numbers for the individual.

3. Required Compensation InformationThe compensation information required for an individual shall include all compensation, re-muneration, and benefits received by the individual in any capacity from the charter holder or the charter school, or from any contractor or management company doing business with the charter holder or charter school. The compensation report shall include:

a. All salary and bonuses;

b. All benefits or other compensation received pursuant to an employment relationship;

c. All compensation received for goods or services under contract, agreement, informal arrangement, or otherwise;

d. All payment of or reimbursement for personal expenses;

e. All credit extended to the individual by the charter holder or charter school;

f. The fair market value of all personal use of property paid for by the charter holder or charter school;

g. The fair market value of all personal use of property paid for by the charter holder or charter school;

h. The fair market value of all in-kind transfers of property;

i. All compensation for goods or services provided to the charter holder through transac-tions unrelated to the charter school; and

j. All other forms of compensation or remuneration received by the individual from the charter holder or charter school.

Tex. Educ. Code §12.119(b); 19 Tex. Admin. Code §§ 100.101(a)-(c).




TCSA Model Board Policy Series 200.060. Board Member Duties & Responsibilities




200.060. BOARD MEMBER DUTIES AND RESPONSIBILITIES The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Responsibility and Accountability The Board of RAPOPORT ACADEMY PUBLIC SCHOOL assumes ultimate responsibility for the management, operation, and accountability of RAPOPORT ACADEMY PUBLIC SCHOOL.

SECTION 2. Fiduciary Duty Each member of the RAPOPORT ACADEMY PUBLIC SCHOOL Board assumes the fiduciary duties of obedience, loyalty, and due care to RAPOPORT ACADEMY PUBLIC SCHOOL.

SECTION 3. Evaluation of Executive Director The Board shall conduct a minimum of one performance evaluation per calendar year of the superintendent of RAPOPORT ACADEMY PUBLIC SCHOOL.

SECTION 4. Web Posting of Board Member Names The names of the members of the board of the open-enrollment charter school shall be continuously posted on the homepage of the school’s Internet website.


TCSA Model Board Policy Series200.060. Board Member Duties & Responsibilities

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200.060. BOARD MEMBER DUTIES AND RESPONSIBILITIES

A. Responsibility and Accountability1. The governing body of an open-enrollment charter school is responsible for the

management, operation, and accountability of the school, regardless of whether the governing body delegates its powers and duties to another person or entity. They are responsible for implementing the public school program authorized by the charter and ensuring the performance of enrolled students is in accordance with the Texas Education Code.

Tex. Educ. Code §12.121; Tex. Admin. Code §100.1101.

B. Discharge of Duties1. An individual board member shall discharge his/her duties in good faith, with ordinary

care, and in a manner each board member reasonably believes to be in the best interest of the charter school.


C. Fiduciary Duties1. Members of the board of directors have fiduciary duties to the charter school. The

Texas Supreme Court has stated that corporate officers and directors owe a strict fiduciary duty to their corporation. These duties include the duty of obedience, loyalty, and due care.

2. Duty of Obedience. The duty of obedience requires directors to avoid committing acts that are beyond the scope of their powers as defined by the charter or laws of the state.

3. Duty of Loyalty. The duty of loyalty requires that a director act in good faith and is prohibited from allowing his personal interests to prevail over the interests of the charter school.

4. Due Care. Due care requires a director to handle his or her duties as a director with diligence and prudence and with such care as “an ordinarily prudent man would use under similar circumstances.”

Tex. Educ. Code §12.122; International Bankers Life Insurance Company v. Holloway, 368 S.W.2d 567 (Tex. 1963); Gearhart Industries, Inc. v. Smith International, Inc., 741 F.2d 707, 719 (5th Cir. 1984).

D. Delegation of Duties1. General Rule

The governing body’s powers and duties to operate the charter school shall not be delegated, transferred, assigned, encumbered, pledged, subcontracted, or in any way alienated by the board of the charter holder except as provided by law. Any attempt to do so shall be null and void and of no force or effect, and shall constitute abandonment of the contract for charter.



http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.22.htm



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19 Tex. Admin. Code §100.1101(b)(2).

2. Non-Delegable Duties Absent authority from the commissioner, the governing body of a charter holder shall not delegate any of the following powers and duties:

a. Final authority to hear or decide employee grievances, citizen complaints, or parental concerns;

b. Final authority to adopt or amend the budget of the charter holder or the charter school, or to authorize the expenditure or obligation of state funds or the use of public property;

c. Final authority to direct the disposition or safekeeping of public records.

i. Exception: The board may delegate this function to another person, as long as the board maintains the superior right of immediate access to, control over, and possession of such records;

d. Final authority to adopt policies governing charter school operations;

e. Final authority to approve audit reports; or

f. Initial or final authority to select, employ, direct, evaluate, renew, non-renew, terminate, or set compensation for a chief executive officer.

19 Tex. Admin. Code §100.1033(c)(7)(C).

3. Charter Amendment Request The powers or duties of the governing body of the charter holder that may be delegated to any person or entity must be explicitly stated by filing a request for a delegation amendment with the Texas Education Agency (TEA). Such an amendment must specify the power or duty delegated and the particular entity to which it is delegated.

19 Tex. Admin. Code §100.1101(c).

E. Initiating Bankruptcy Proceedings1. A charter holder shall notify TEA in writing before initiating any type of bankruptcy

proceeding. Without such notice to TEA, the filing for any form of bankruptcy relief shall constitute abandonment of the contract for charter.

19 Tex. Admin. Code §100.1101(b)(3).

F. Web Posting Requirement. 1. The names of the members of the board of the open-enrollment charter school shall be

continuously posted on the homepage of the school’s Internet website.

Tex. Educ. Code §12.1211


http://info.sos.state.tx.us/pls/pub/readtac$ext.TacPage?sl=T&app=9&p_dir=F&p_rloc=147221&p_tloc=14927&p_ploc=1&pg=2&p_tac=&ti=19&pt=2&ch=100&rl=1033




TCSA Model Board Policy Series 200.080. Board Member Training




200.080. BOARD MEMBER TRAINING The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Board Member Training Each member of the Board assumes responsibility for the required training according to the years of service attained by the member.

SECTION 2. Record of Board Member Training The Chair of the Board or the Chair’s designee shall maintain records concerning training hours


TCSA Model Board Policy Series200.080. Board Member Training

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200.080. BOARD MEMBER TRAINING

A. Mandatory Training1. Board members of open-enrollment charter schools are subject to training in

compliance with rules adopted by the commissioner of education.

Tex. Educ. Code §12.123.

2. A member of the governing body of a charter holder or charter school must complete 12 hours of instructional training delivered by a course provider registered under Section 100.1107 of the Texas Administrative Code. Unless otherwise provided, the training course may not use self-instructional materials.

a. Exceptions:

i. A member who also serves on the governing body of a governmental entity, or an institution of higher education as defined under Chapter 61.003 of the Texas Education Code, is exempt from this training requirement if the member is subject to other mandatory training.

ii. A member of the governing body of a charter holder whose organization has operated campuses that are all rated a minimum of “Acceptable” for at least two out of three of the most recent ratings, or a member of the governing body of a charter school whose campuses have all been rated “Acceptable” or higher for at least two out of three of the most recent ratings is subject eight hours of training. Two of the eight hours may be selected from any of the modules stated in the Texas Administrative Code 100.1102(h):

(1) A minimum of 60 minutes of instruction in basic school law, with special emphasis on corporate director duties and liabilities, non-delegable duties, nepotism, conflicts of interest, management companies, and board member legal requirements;

(2) A minimum of 60 minutes of instruction in basic school finance, with special emphasis on accounting for public funds and property, student attendance accounting, federal funds and property management, grant administration, audit requirements, and board members’ financial duties;

(3) A minimum of 30 minutes of instruction in health and safety issues;

(4) A minimum of 90 minutes of instruction in accountability requirements related to the use of public funds, with special emphasis on the duties and liabilities of a trustee under Texas law, the shared use of real property for charter and non-charter business, bank depository contracts, capital financing, incidental use of public property by charter holder personnel, and recovery by the commissioner of education of the public property held by a former charter holder;







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(5) A minimum of 120 minutes of instruction in other requirements relating to accountability to the public, open meetings requirements, and requirements relating to public records.

3. Such training must be completed within one calendar year of appointment or election to the governing body.

B. Course Content1. Of the 12 hours of required training, nine hours must include training on the modules

listed below. The remaining three hours may be selected from any of these modules:

a. A minimum of 150 minutes in basic school law, with an emphasis on corporate director duties and liabilities, non-delegable duties, nepotism, conflicts of interest and management companies;

b. A minimum of 60 minutes in basic school finance, with an emphasis on accounting for public funds and property, student attendance accounting, federal funds and property management, grant administration, and audit requirements;

c. A minimum of 30 minutes in health and safety issues, with an emphasis on health and safety codes, ordinances, student discipline, and safe schools;

d. A minimum of 120 minutes in accountability requirements related to the use of public funds, with an emphasis on the duties and liabilities of a trustee under Texas law, the shared use of real property for charter and non-charter business, bank depository contracts, capital financing, incidental use of public property by charter holder personnel, and recovery of the public property formerly held by a former charter holder by the commissioner of education;

e. A minimum of 60 minutes in other requirements relating to accountability to the public, with an emphasis on the administration of statewide assessments; student, staff, financial, and organization data reporting; dropout reporting; statewide standards for acceptable student performance; charter-specific standards for acceptable student performance; accountability ratings and sanctions under the Texas Education Code, Chapter 39, and the role of student performance in adverse actions under the Texas Education Code Chapter 12.116 and Chapter 12.1162;

f. A minimum of 60 minutes in open meeting requirements; and

g. A minimum of 60 minutes relating to public records.

2. To comply with training requirements, each training course must satisfy the commissioner of education’s curriculum outline. The entire duration of the training course must be dedicated to topics identified in this outline.

C. Continuing Training1. A member serving on the governing body of a charter holder or charter school who has

http://www.tea.state.tx.us/boardtraining.aspx


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completed the 12-hour training requirements must then annually complete six hours of training delivered by a course provider registered under Section 100.1107 of the Texas Administrative Code.

a. With the exception listed below, no more than one hour may use self-instructional materials.

2. A member of a governing body of a charter holder who has operated charters that are at least “Acceptable” for a minimum of two out of three of the most recent ratings, or a member of a governing body of a charter school whose school has been rated at least “Acceptable” for a minimum of two out of three of the most recent ratings, may take any training that is documented by the provider and that applies to the achievement of the charter’s academic mission and/or fulfillment of its responsibilities and/or accountabilities under the law.

a. A board chair or vice chair may train the remaining board members in these subjects as long as the chair or vice chair has taken the initial 12 hours otherwise required.

b. Only members of governing bodies that fall under this section, (C)(2), may use self-instructional materials for more than one hour.

3. Twenty–five percent of hours earned in excess of the required amount may be carried over to meet the following year’s training requirements.

19 Tex. Admin. Code §100.1102.





TCSA Model Board Policy Series 200.100. Nepotism



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CHARTER BOARD POLICY 200.100.

200.100. NEPOTISM The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

The Board of RAPOPORT ACADEMY PUBLIC SCHOOL shall comply with all applicable nepotism statutes and rules.

If a charter holder or charter school board member, an officer of the board of a charter school or charter holder, or a superintendent or chief executive officer of a school to whom the board of directors has delegated the final authority to select school employees, is related to one of the following individuals then that related individual may not be employed by the charter school:

200.100 Nepotism Diagram

▲ Blood Relation (Consanguinty) includes adopton & half-blood relations.

Charter Official*

1st 2nd 3rd Degree

▼ Relation by Marriage (Affinity)

includes marriages that end in death or divorce

when a child of the marriage is living and

under age 21.

*Charter Official includes charter holder board member, charter school board member, or officer of a charter school.


TCSA Model Board Policy Series200.100. Nepotism

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200.100. NEPOTISM A. Definitions. The following terms have the following meaning in this section, unless otherwise stated:

1. Public Official: A member of the board of a charter holder or charter school, or a chief executive officer/superintendent of a charter school to whom the board of directors has delegated the final authority to select employees.

2. Candidate: A person who in any manner may be made a member of the board of a charter holder, a member of the board of a charter school or the chief executive officer/superintendent of an open-enrollment charter school to whom the board of directors has delegated the final authority to select employees.

3. Charter position: (a) An office, employment, function, or duty that is to be directly or indirectly compensated from state funds received by a charter holder after September 1, 2001; or (b) A member of the board of a charter holder that receives state funds after September 1, 2001, or a member of the board or a chief executive officer/superintendent of a charter school operated by such charter holder to whom the board of directors has delegated the final authority to select employees.

Tex. Educ. Code 12.1055; Tex. Educ. Code 11.1513(f); 19 Tex. Admin. Code §100.1112.

4. Officer of a charter school: A person who has the duties, or acts as, a chief executive officer, a central administration officer, a campus administration officer, or a business manager.

19 Tex. Admin. Code §100.1011(16).

B. General Applicability of Nepotism Laws1. Open-enrollment charter schools are subject to Chapter 573 of the Texas

Government Code relating to nepotism.

2. If, under the employment policy of the open-enrollment charter school, the board del-egates to the chief executive officer/superintendent the final authority to select school personnel, the CEO/superintendent is a public official for purposes of Chapter 573, Government Code.

3. A person who was not restricted or prohibited under Section 12.1055 of the Texas Education Code as that section existed prior to September 1, 2013, from being employed by an open-enrollment charter school and who was employed by an open-enrollment charter school before September 1, 2013, is considered to have been in continuous employment under Chapter 573, Government Code and is not prohibited from continuing employment with an open-enrollment charter school.

Tex. Educ. Code §12.1055; Tex. Educ. Code §11.1513(f)







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4. The nepotism laws apply to the hiring of an individual, whether the individual is hired as an employee or an independent contractor.

Tex. Atty. Gen. Op. DM-76 (1992).

C. Nepotism Prohibitions1. Employment Decisions

A public official may not hire, select, appoint, confirm the appointment of, or vote for the hiring, selection, appointment, or confirmation of an individual to a charter position if, within the third degree by consanguinity or the third degree by affinity:

a. The individual is related to the public official; or

b. The individual is related to another member of that board.

2. Prohibition Applicable to Candidates

a. Except for a candidate’s actions taken regarding a bona fide class or category of employees or prospective employees, a candidate may not take action to influence the following individuals below regarding the appointment, reappointment, confirma-tion of the appointment or reappointment, employment, reemployment, change in status, compensation, or dismissal of another individual related to the candidate within the third degree by consanguinity or the third degree by affinity:

i. An employee of the office that the candidate seeks, applies for, is nominated for, or is considered for; or

ii. An employee or officer under the direction or control of a governing body, if the candidate seeks, applies for, is nominated for, or is considered for membership on that governmental body.

3. Prohibition Applicable to Trading A public official may not hire, select, appoint, confirm the appointment of, or vote for the hiring, selection, appointment, or confirmation of an individual to a charter position in which the individual’s services are under the public official’s direction or control, if within the third degree by consanguinity or the third degree by affinity:

a. The individual is related to another public official; or

b. The hiring selection, appointment, confirmation, or vote would be carried out in whole or partial consideration for the other public official hiring, selecting, appointing, confirming, or voting for an individual who is related to the first public official.

19 Tex. Admin. Code §100.1114; Tex. Gov’t Code §§573.041-.044; Tex. Atty. Gen. Op. JC-184 (2000).

https://www.oag.state.tx.us/opinions/opinions/48morales/op/1992/pdf/dm0076.pdf


http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.573.htm#573.041

https://www.oag.state.tx.us/opinions/opinions/49cornyn/op/2000/pdf/JC0184.pdf


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4. Nepotism Diagram (see diagram depicting nepotism prohibitions in 200.100 Charter Board Policy)

D. Nepotism Exceptions1. In General

The nepotism prohibitions do not apply to:

a. An appointment or employment of a bus driver by a charter school if:

i. The charter school is located wholly in a county with a population of less than 35,000; or

ii. The charter school is located in more than one county and the county in which the largest part of the charter school is located has a population of less than 35,000.

b. An appointment or employment of a personal attendant for public official who, because of physical infirmities, is required to have a personal attendant; or

c. An appointment or employment of a substitute teacher.

19 Tex. Admin. Code §100.1115(a); Tex. Gov’t Code §573.061.

2. Continuous Employment Exception

Charter Official*

Parent or Child

Broth

er, Sister, Grandparent, Grandchild

Aunt

, Unc

le, Nephew, Niece, Great-Grandparent, Great-Grandchild

Spouse, Spouse’s Parent or Spouse’s Ch

ildSpouse’s Brother, Sister, Grandchild or Grandpa

rent

Spouse of charter official’s Brother, Sister, Grandchild

or Gra

ndpa

rent

Spouse’s Aunt, Uncle, Nephew, Niece, Great-Grandparent or Great-G

rand

child

Spouse of charter official’s Aunt, Uncle, Nephew, Niece, Great-Grandparent or G

reat-G

rand

child

▲ Blood Relation (Consanguinty) includes adopton & half-blood relations.

▼ Relation by Marriage (Affinity)

includes marriages thatend in death or divorce

when a child of themarriage is living and

under age 21.

1st 2nd 3rd Degree

*Charter Official includes charter holder board member, charter school board member, or officer of a charter school.

200.100 Nepotism Diagram




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a. The nepotism prohibitions do not apply to the hiring, selection, appointment, confirmation, or vote for the hiring, selection, appointment, or confirmation of an indi-vidual to a charter position if:

i. the individual was employed by the charter school prior to September 1, 2013.

ii. the individual was employed in the position immediately before the public official, to whom the individual is related to in a prohibited degree, became a public official, by whatever means; and

iii. that prior employment of the individual was continuous for at least:

(1) 30 days, if the public official is an officer of a charter school;

(2) Six months, if the public official is a member of the board of a charter school; or

(3) One year if the public official is a member of the board of a charter holder.

b. Abstention Required If an individual qualifies as a continuing employee under the “Continuous Employment Exception,” the public official to whom the individual is related in a prohibited degree may not participate in any deliberation or voting on the appointment, reappointment, confirmation of the appointment or reappointment, em-ployment, reemployment, change in status, compensation, or dismissal of the individual if that action applies only to the individual and is not taken regarding a bonafide class or category of employees.

19 Tex. Admin. Code §100.1115(b)-(c).

E. Enforcement1. Removal by Charter Holder

An individual who violates the nepotism prohibitions shall be removed from the individual’s position by the charter holder. Failure to comply with this requirement is a material charter violation.

2. Removal by the Attorney General An individual who violates the nepotism prohibitions may be removed from the individual’s position by suit brought by the Texas Attorney General.

3. Criminal Penalties

a. An individual, who violates any nepotism law as applied by the commissioner’s rules, may be subject to criminal penalties.

b. On final conviction of a nepotism offense, an individual shall immediately be



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removed from the individual’s position by the charter holder. If the removal is not made within 30 days after the date the conviction becomes final, the individual holding the position may be removed by the commissioner of education, or by suit brought by the Texas Attorney General.


F. Reporting Requirements A charter holder shall collect, maintain, and make available on request for inspection on a form or in a format approved by the commissioner such information as the education commissioner may require in determining compliance with the nepotism rules. See, Compliance Records Policy at Section 200.160 of the TCSA Model Board Policies.




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200.120. CONFLICTS OF INTEREST A. State Conflicts of Interest Standards

1. Compensation

a. General Rule A person who receives compensation or remuneration from a nonprofit corporation holding an open-enrollment charter may not serve on the governing body of the charter holder.

Tex. Educ. Code § 12.1054; 19 Texas Admin. Code § 100.1131(b).

b. Compensation or Remuneration Includes, without Limitation:

i. salary, bonuses, benefits, or other compensation received by the board member pursuant to an employment relationship;

ii. payment of or reimbursement for personal expenses of board member, ex-cluding reimbursement for allowable travel expenses;

iii. credit extended to the board member by the charter holder or charter school;

iv. the board member's personal use of property paid for by the charter holder or charter school;

v. in-kind transfers of property to the board member; and

vi. all other forms of compensation or remuneration to the board member.

19 Tex. Admin. Code § 100.1131(b).

c. Academic Rating Exception If each charter school operated by a charter holder has received an Academically Acceptable rating for at least two of the preceding three school years, then charter school employees may serve on the governing body of the charter holder; provided that:

i. only employees of the charter school, and not employees of the charter holder, serve on the governing body of the charter holder;

ii. the only compensation or remuneration received by the board member is salary, bonuses, benefits, or other compensation received pursuant to the employment relationship with the charter school;

iii. charter school employees do not constitute a quorum of the governing body or any committee of the governing body; and




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iv. all charter school employees serving on the governing body

(1) file an affidavit stating that they receive compensation from the charter holder, and

(2) abstain from participation on matters before the board that have a special economic impact on them that is distinguishable from the effect on other employees of the charter holder.

Tex. Educ. Code § 12.1054 (a)(2); 19 Tex. Admin. Code § 100.1131 (c), (f).

d. Compliance After Ratings Change A charter holder must comply with the General Rule (stated in 1(a)) within 30 days after it is assigned a rating that causes it to become ineligible for the Academic Rating Exception. If the charter holder timely and sufficiently appeals its academic rating, then the time for compliance with the General Rule is extended until 30 days after the date on which the appeal is finally determined.

19 Tex. Admin. Code § 100.1131 (h).

e. Accounting for Interested Transactions Financial transactions between a charter school and an officer or employee of the charter holder or the charter school must be discretely and clearly recorded in the accounting, auditing, budgeting, reporting, and recordkeeping systems for the management and operation of the charter school.

19 Tex. Admin. Code § 100.1047(f)(2).

2. Board Members Acting as a Surety

a. Local Public Official For purposes of this section, charter holder board members, charter school board members, and all officers of the charter school are defined as “local public officials.”

19 Tex. Admin. Code § 100.1132 (a)(1).

b. A local public official commits a criminal offense if the official knowingly: (1) acts as surety for a business entity that has work, business, or a contract with the charter holder; or (2) acts as surety on any official bond required of a member of the governing body or charter school, or of an officer of the charter school.

19 Tex. Admin. Code § 100.1135(a).

c. A local public official commits a criminal offense if the official knowingly violates this rule. The offense is a Class A misdemeanor.







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19 Tex. Admin. Code § 100.1135(b); Tex. Loc. Gov’t Code § 174.003.

3. Board Members and Other Officers Doing Business with the Charter Holder or Charter School, Chapter 171, Texas Local Government Code

a. Compliance Required. Board members for charter holders, board members of charter schools, and officers of charter schools must comply with the conflicts of interest provisions in Chapter 171 of the Texas Local Government Code in the manner set out in the Title 19, Texas Administration Code, Sections §§ 100.1131-100.1135.

19 Tex. Admin. Code § 100.1131 (a).

b. Officer of a Charter School An officer of a charter school includes any person charged with or acting with the duties of a chief executive officer, a central administrative officers, a campus administration officer, or a business manager, regardless whether the person is an employee or contractor of a charter holder, charter school, or management company; or a volunteer working under the direction of a charter holder, charter school, or management company.

19 Tex. Admin. Code § 100.1011(16).

c. Local Public Official For purposes of Chapter 171 of the Texas Local Government Code, charter holder board members, charter school board members, and all officers of the charter school are defined as “local public officials.”

19 Tex. Admin. Code § 100.1132 (a)(1); Tex. Educ. Code § 12.1054 (a).

d. Business Entity Business entity includes a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, agency, political subdivision, or any other entity recognized by law.

19 Tex. Admin. Code § 100.1132(a)(2).

e. General Rule If a local public official has a substantial interest in a business entity or real prop-erty, the official must file an affidavit and abstain from further participation on a matter pertaining to the business entity or to the real property if the board’s vote or decision on the matter will have a special economic effect on the business entity or real property that is distinguishable from its effect on the public.

19 Tex. Admin. Code § 100.1133 (a).


http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.174.htm#174.003

http://info.sos.state.tx.us/pls/pub/readtac$ext.ViewTAC?tac_view=5&ti=19&pt=2&ch=100&sch=AA&div=5&rl=Y








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i. Substantial Interest in a Business Entity – A local public official has a substan-tial interest in a business entity if the person:

(1) The person owns 10% or more of the voting stock or shares of the business entity;

(2) The person owns either 10% or more of $15,000 or more of the fair market value of the business entity; or

(3) Funds received by the person from the business entity exceed 10% of the person’s gross income for the previous year.

ii. Substantial Interest in Real Estate - A person has a substantial interest in real estate if the interest is an equitable or legal ownership with a fair market value of $2,500 or more.

19 Tex. Admin. Code § 100.1132 (b), (c).

iii. Affidavit – The affidavit must state the nature and the extent of the interest and shall be filed with the official record keeper of the charter holder before a vote, decision, or other action or any matter involving the business entity or real property.

19 Tex. Admin. Code § 100.1133(a),(b).

iv. Abstention from Further Participation – To participate means active engagement in the subject matter at issue (e.g. discussions with other board members, participating in a vote or decision, deliberating with the board about the matter, exchanging communication through a third party). An individual member of a governing body does not “participate” by mere attendance; however, it may be wise for the interested individual to refrain from attending meetings that address the matter in which the individual has an interest.

Tex. Att’y Gen. Op. GA-0334 (2005).

f. Substantial Interest Through a Relative A local public official is considered to have a substantial interest in a business entity or in real estate if a person related to the individual within the third degree by blood (consanguinity) or by marriage (affinity) has a substantial interest (See Section 200.100, Nepotism).

19 Tex. Admin. Code § 100.1132(d); Tex. Educ Code § 12.1054 (a)(1).

g. Conflicts Requiring a Separate Vote on the Budget. The governing body of a charter holder must take a separate vote on any budget item specifically dedicated to a contract with a business entity in which a member of the board has a substantial interest.



http://www.oag.state.tx.us/opinions/opinions/50abbott/op/2005/htm/ga0334.htm



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i. The affected board member may not participate in that separate vote unless a majority of board members are likewise required to file affidavits and abstain from the vote.

ii. The member may vote on the final budget if the member has complied with the affidavit and abstention requirements and the matter in which the member is concerned has been resolved.

19 Tex. Admin. Code § 100.1134.

h. Accounting for Interested Transactions. Financial transactions between a charter school and a member of the governing body of the charter holder or the charter school must be discretely and clearly recorded in the accounting, auditing, budgeting, reporting, and recordkeeping systems for the management and operation of the charter school.

19 Tex. Admin. Code § 100.1047(f)(2).

4. Board Members Receiving Income or Gifts from Charter School Vendors, Chapter 176, Texas Local Government Code

a. Compliance Required Board members for charter holders, board members for charter schools, and the chief executive officers of charter schools must comply with the conflicts of interest provisions in Chapter 176 of the Texas Local Government Code.

Tex. Local Gov’t Code § 176.001(3); Tex. Local Gov’t Code § 176.001 (1-b).

b. Local Government Officers For purposes of Chapter 176 of the Texas Local Government Code, charter holder board members, charter school board members, charter school chief executive officers, and any employee of a charter school to whom the charter holder board of directors has extended these statutory require-ments are defined as “local government officers.”

Tex. Local Gov’t Code § 176.001(4).

c. Conflicts Disclosure Statement for Receipt of Taxable Income A local government officer must file a conflicts disclosure statement with respect to any person or entity (or agent of the person or entity) that enters, or seeks to enter, into a contract with the open enrollment charter school if the person or entity has an employment, or other business relationship, with the local government officer or family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that a contract with the person or entity has been executed or becomes aware that the charter school is considering entering a contract with that person or entity.





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Tex. Local Gov’t Code § 176.003 (a)(2)(A).

d. Conflicts Disclosure Statement Required for Receipt of Gifts A local government officer must file a conflicts disclosure statement with respect to any person or entity (or agent or the person or entity) that enters, or seeks to enter, into a contract with the open-enrollment charter school if the person or entity has given to the officer or a family member of the officer one or more gifts that have an aggregate value of more than $250 in the 12-month period preceding the date that the officer becomes aware that a contract with the person or entity has been executed or becomes aware that the charter school is considering entering a contract with that person or entity.

Tex. Local Gov’t Code § 176.003 (a)(2)(B).

i. Filing Exception for Family Gifts. A local government officer is not required to file a Conflicts Disclosure Statement in relation to a gift accepted by the officer or a family member if the gift is given by a family member.

ii. Filing Exception for Political Contributions. A local government officer is not required to file a Conflicts Disclosure Statement in relation to a political contribution as defined by Title 15, Election Code.

iii. Filing Exception for Food, Lodging, Transportation, or Entertainment. A local government officer is not required to file a Conflicts Disclosure Statement in relation to food, lodging, transportation, or entertainment accepted as a guest.

Tex. Local Gov’t Code § 176.003 (a-1).

e. Conflicts Disclosure Statement Form by Local Government Officers (CIS Form)

i. The Conflicts Disclosure Statement form is promulgated by the Texas Ethics Commission and can be downloaded from the agency’s website at http://www.ethics.state.tx.us/forms/CIS.pdf. The form must be completed as required by subsections (c) and (d) above. The form must be filed with the records administrator of the charter school.

Tex. Local Gov’t Code § 176.004.

ii. The CIS Form filing requirement, including the signature requirement as stated in Chapter 176.004 of the Local Government Code, may be satisfied by electronic filing of the CIS Form approved by the Texas Ethics Commission.


f. CIS Form Filing Deadline Each local government officer must file the CIS Form with the records administrator of the charter school not later than 5:00 pm on the seventh business day after the




http://www.ethics.state.tx.us/forms/CIS.pdf

http://www.ethics.state.tx.us/forms/CIS.pdf




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date on which the officer becomes aware of the facts that require the filing of the statement as required by subsections (c) and (d) above.

Tex. Local Gov’t Code § 176.003 (b).

g. Family Member For purposes of Chapter 176 of the Local Government Code, “family member” means “a person related to another person within the first degree by blood (consan-guinity) or marriage (affinity).” The ending of a marriage by divorce or the death of a spouse ends relationships by affinity created by that marriage. The following table includes the persons that fall under the definition of “family member.”

Tex. Local Gov’t Code § 176.001 (2); Tex. Gov’t Code § 573.024 (b).

h. Consequences for Non-Compliance A local government officer commits an offense if the officer knowingly violates the CIS Form filing requirements. An offense is a class C misdemeanor.

i. Exception. It is not an offense if the local government officer files a CIS Form not later than the seventh business day after the date the person received notice from the charter school of the alleged violation.

Tex. Local Gov’t Code § 176.003 (c), (d).

i. Application to Other Charter School Employees The board of directors may extend the CIS Form filing requirements to other employees of the charter holder or charter school that have the authority to approve contracts on behalf of the charter. The charter school shall identify each employee made subject to the CIS Form filing requirements and shall provide a list of the identified employees on request to any person.


j. Conflict of Interest Questionnaire Form by Certain Vendors (CIQ Form)

i. Compliance Required. Any person (or agent of a person) who enters or seeks to enter a contract with the charter school must file a completed Conflict of Interest Questionnaire if the person has a business relationship with the charter school, and

(1) Has an employment or other business relationship with an officer of that charter school or a family member of the officer; or

(2) Has given an officer of the charter school or a family member of the officer one or more gifts that have an aggregate value of more than $250 in the 12-month period.






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Tex. Local Gov’t Code § 176.006 (a).

ii. CIQ Form. The Conflict of Interest Questionnaire form is promulgated by the Texas Ethics Commission and can be downloaded from the agency’s website at http://www.ethics.state.tx.us/forms/CIQ.pdf. The form must be completed by charter school vendors as required by subsection (j)(1) above. The completed CIQ Form must be filed with the records administrator of the charter school.

Tex. Local Gov’t Code § 176.006 (b), (c).

iii. CIQ Form Filing Deadline. The form must be filed with the records administrator of the charter school not later than the seventh business day after the later of:

(1) the date that the person begins discussions or negotiations to enter into a contract with the charter school,

(2) the date that the person submits to the charter school an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the charter school; or

(3) the date the person becomes aware of an employment or other business relationship with a charter school officer, or a family member of the officer, or

(4) the date the person becomes aware that the person has given one or more gifts to a local government officer of the charter school in the amount and in the timeframe described in section (j)(1) above.

Tex. Local Gov’t Code § 176.006 (a-1).

iv. CIQ Form Update Required. A charter school vendor must file an updated CIQ Form with the records administrator of the charter school not later than the seventh business day after the date of an event that would make a statement in the questionnaire incomplete or inaccurate.

Tex. Local Gov’t Code § 176.006 (d).

v. Consequences for Non-Compliance. A person commits an offense if the person knowingly violates the CIQ Form filing requirements. An offense is a class C misdemeanor.

(1) Exception. It is not an offense if the person files a CIQ Form not than the seventh business day after the date the person received notice from the charter school of the alleged violation.

Tex. Local Gov’t Code § 176.006 (f),(g).

vi. Role of the Charter School in CIQ Compliance


http://www.ethics.state.tx.us/forms/CIQ.pdf





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(1) No Duty to Ensure Compliance. The charter school does not have a duty to ensure that a vendor files any required CIQ Form.

Tex. Local Gov’t Code § 176.006(h).

(2) No Impact on Validity of Contract. The validity of a contract between a vendor and a charter school is not affected solely because the vendor fails to file a required CIQ form.

Tex. Local Gov’t Code § 176.006 (i).

k. Web Posting Requirement A charter holder that maintains an Internet website must provide access to the filed CIS Forms and CIQ Forms on that website.

Tex. Local Gov’t Code § 176.009 (a).

l. Records Management

i. The records administrator of the charter school must maintain a list of local government officers for the charter holder/school and must make that list available to the public and any vendor required to file a CIQ Form.


ii. The filing recordkeeping requirements of Chapter 176, Local Government Code are in addition to other disclosure required by law.


iii. The records administrator must maintain the CIS Forms and CIQ Forms in accordance with the charter holder’s records retention schedule.


iv. These requirements do not require the charter holder to disclose any informa-tion that is excepted from disclosure under the Public Information Act, Chapter 552, Texas Government code.


B. Federal Conflict of Interest StandardsRefer to TCSA’s Module 100: Financial Operations 2010, Section 100.080, Federal Fiscal Compliance, for information on the federal conflict of interest standards.








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200.140. RESTRICTIONS ON SERVING AS A BOARD MEMBER OR OFFICER

A. Criminal Background Checks for Board Members and Officers1. Before an individual begins service on the board of directors or as an officer, a charter

holder shall obtain from the Texas Department of Public Safety (DPS) all criminal history record information that relates that individual.

a. Such a criminal history check must be performed every three years after the initial criminal history check.

b. Definition of Officer: An officer of the charter school includes any person charged with or acting with the duties of a chief executive officer, a central administrative officers, a campus administration officer, or a business manager, regardless whether the person is an employee or contractor of a charter holder, charter school, or management company; or a volunteer working under the direction of a charter holder, charter school, or management company.

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2. A charter holder may obtain from any law enforcement or criminal justice agency all criminal history record information that relates to a member of a governing body.

3. No more than twice a year, a charter holder may obtain from the DPS all criminal history record information maintained by the DPS that the charter holder is required or authorized to obtain.

4. Criminal history record information obtained under this section is confidential and may only be released to:

a. Individual who is the subject of the information;

b. Texas Education Agency; or

c. State Board for Educator Certification (“SBEC”).

19 Tex. Admin. Code §100.1151; 19 Tex. Admin. Code §100.1011(16).

B. Persons Ineligible for the Board and as Officers of a Charter School; Qualified Voters1. A person may not serve on the governing body of a charter holder, as a member of

the governing body of an open-enrollment charter school, or as an officer of a charter school if:

a. the person has been convicted of:

i. A felony or a misdemeanor involving moral turpitude;

ii. Using, exhibiting, or possessing a firearm, illegal knife, club, or weapon as defined by the Texas Penal Code;

iii. Aggravated assault, sexual assault, aggravated sexual assault;

iv. Arson;

v. Murder, capital murder, criminal attempt to commit murder or capital murder;

vi. Indecency with a child;

vii. Aggravated kidnapping;

viii. Aggravated robbery;

ix. Manslaughter;

x. Criminally negligent homicide;

xi. Continuous sexual abuse of a young child or children;



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xii. Felony conviction of selling, giving, delivering, possessing, or using marijuana, or a controlled substance or dangerous drug as defined by the Texas Health and Safety Code;

xiii. Felony conviction of selling, giving, delivering an alcoholic beverage, as defined by the Texas Alcoholic Beverage Code, or commits a serious act or offense while under the influence of an alcoholic beverage;

xiv. Compelling prostitution, sexual performance by a child, or possession or promo-tion of child pornography;

xv. Felony burglary;

xvi. Other offenses listed in the Texas Code of Criminal Procedure §62.001(5); or

b. Has a substantial interest in a management company. A person has a substantial interest in a management company if the person:

i. Has a controlling interest in the company;

ii. Owns more than 10% of the voting interest in the company;

iii. Owns more than $25,000 of the fair market value of the company;

iv. Has a direct or indirect participating interest by shares, stock, or otherwise, regardless of whether voting rights are included, in more than 10% of the profits, proceeds, or capital gains of the company;

v. Is a member of the board of directors or other governing body of the company;

vi. Serves as an elected officer of the company; or

vii. Is an employee of the company.

Tex. Educ. Code §§12.120, 37.007(a); 19 Tex. Admin. Code §§ 100.1151(a), 100.1153(a).

2. A majority of the members of the board of directors of an open-enrollment charter school must be qualified voters. A “qualified voter” means a person who:

a. is 18 years of age or older;

b. is a United States citizen;

c. is a resident of this state;

d. is a registered voter;

http://www.statutes.legis.state.tx.us/Docs/CR/htm/CR.62.htm#62.001





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e. has not been determined by a final judgment of a court exercising probate jurisdic-tion to be totally mentally incapacitated or partially mentally incapacitated without the right to vote; and

f. has not been finally convicted of a felony or if so convicted, the sentence has been fully discharged or the person has been pardoned or otherwise released from the resulting disability to vote;

Tex. Educ. Code §12.1202; Tex. Election Code §11.002.

G. Removal of Board Member or Officer

1. If, because of a person’s criminal history or because of a person’s substantive interest in a management company, a person is prohibited from serving as a member of the governing body of a charter holder or charter school, the charter holder shall remove the individual from such position immediately.

2. The removal must be made in accordance with the articles of incorporation and bylaws of the charter holder, if applicable, the terms of the charter, any applicable local policies, and state and federal law.

3. The governing body of the charter holder may not approve an account or draw or authorize the drawing of a warrant or order to pay the compensation of a person if the person is prohibited by this section from serving in the capacity for which compen-sation is due.

4. A charter holder shall promptly notify SBEC in writing if it has information showing that an applicant for or holder of a certificate issued under Chapter 21 of the Texas Education Code, Subchapter B, has reported criminal history.

5. If a person is prohibited from serving as a member of the governing body or as an officer or employee of a charter school, and if removing such person would violate an employment or other written contract that was executed before September 1, 2001, then the contract may continue in effect if:

a. No state funds are used to pay any amounts due the person under the contract, and all such amounts are paid from a clearly identified source;

b. The terms of the contract have not been renewed, modified, or otherwise altered since September 1, 2001; and

c. The person does not perform, and is not charged with performing, any charter school functions.

19 Tex. Admin. Code 100.1151(h)-(j).




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200.160. COMPLIANCE RECORDS ON NEPOTISM, CONFLICTS OF INTEREST, & RESTRICTIONS ON SERVING

A. Compliance Records for State Conflicts of Interest StandardsA charter holder must collect, maintain, and make available on request for inspection the information below which must be maintained on a form or in a format approved by the commissioner of education. Each compliance record shall be updated within 30 days of following any change in the information recorded. This compliance information must be filed with the Texas Education Agency Charter Schools Division ten business days of receiving a written request from the TEA.

1. Each Member of the Governing Body of the Charter Holder Information must include: (a) the member’s title, (b) specific powers and duties of the member, (c) legal name of the individual, (d) any aliases or names formerly used by the individual (including a maiden name), (e) a complete criminal history record of convic-tions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the individual’s business interest in

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or transactions with a charter holder, charter school, or management company, and (g) list of all relatives of the individual with the third degree of by blood and by marriage who:

a. are employed by the charter holder or charter school;

b. conduct business transactions with the charter holder or charter school;

c. serve on the governing body of the charter holder or charter school;

d. have a substantial interest in a management company under Texas Education Code, Section 12.120.

2. Each Officer of the Charter School An officer of the charter school includes any person charged with or acting with the duties of a chief executive officer, a central administrative officers, a campus adminis-tration officer, or a business manager, regardless whether the person is an employee or contractor of a charter holder, charter school, or management company; or a volunteer working under the direction of a charter holder, charter school, or management com-pany. (19 Tex. Admin. Code § 100.1011(16)). The compliance record information for each officer of the charter school must include (a) the official’s title, (b) specific powers and duties of the officer, (c) legal name of the individual, (d) any aliases or names formerly used by the individual (including a maiden name), (e) a complete criminal his-tory record of convictions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the individual’s business interest in or transactions with a charter holder, charter school, or manage-ment company, and (g) list of all relatives of the individual with the third degree of by blood and by marriage who:





3. Each Member of Any Governing Body of the Charter School Information must include (a) the member’s title, (b) specific powers and duties of the member, (c) legal name of the individual, (d) any aliases or names formerly used by the individual (including a maiden name), (e) a complete criminal history record of convictions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the individual’s business interest in or transactions with a charter holder, charter school, or management company, and (g) list of all relatives of the individual with the third degree of by blood and by marriage who:


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a. are employed by the charter holder or charter school,

b. conduct business transactions with the charter holder or charter school

c. serve on the governing body of the charter holder or charter school,


4. Each Employee of the Charter School Information must include (a) the employee’s title, (b) specific powers and duties of the employee, (c) legal name of the employee, (d) any aliases or names formerly used by the employee (including a maiden name), (e) a complete criminal history record of convictions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the employee’s business interest in or transactions with a charter holder, charter school, or management company, and (g) list of all relatives of the employee with the third degree of by blood and by marriage who


b. conduct business transactions with the charter holder or charter school,




200.180. BOARD MEMBER IMMUNITY AND LIABILITY

A. Immunity from Civil Liability1. A member of the governing body of a charter holder or charter school is immune from

liability to the same extent as a school district trustee.


2. A director of a non-profit Corporation is not liable to the corporation, a member, or another person if the director discharges his or her duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.


B. Liability for Breach of Fiduciary Duty




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1. Notwithstanding the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq., Vernon’s Texas Civil Statutes) or other law, on request of the commissioner, the attorney general may bring suit against a member of the governing body of an open-enrollment charter school for breach of a fiduciary duty by the member including misapplication of public funds.

2. The attorney general may bring suit for:

a. Damages;

b. Injunctive relief; or

c. Any other equitable remedy determined to be appropriate by the court.



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200.200. CHIEF EXECUTIVE OFFICER POWERS & DUTIES

A. Definition of Chief Executive Officer (“CEO”)1. The CEO is the person directly responsible to the governing body of a charter holder for

supervising one or more central administration officers, campus administration officers, and/or business managers.

19 Tex. Admin. Code §100.1011(17).

B. Non-Delegable Powers and Duties 1. The following powers and duties must generally be exercised by the CEO:

a. Organizing the charter school’s central administration;

b. Approving reports or data submissions required by law; and

c. Selecting charter school employees or officers

2. Absent a charter amendment authorized by the commissioner of education, the CEO may not delegate final authority for the above powers and duties.

19 Tex. Admin. Code §100.1033(c)(6)(D).

C. Training Requirements1. Requirement

a. A CEO, or central administrative officer, including persons providing management services that include the functions of a CEO, must complete 30 hours of instruc-tional training delivered by a course provider. The training may not use self- instructional materials, unless otherwise stated.

i. Exception:

(1) A central administrative officer is exempt from this requirement if the person holds, in good standing, a Standard Superintendent Certificate, or its lifetime equivalent, issued by the State Board for Educator Certification, and all other officers of the charter school comply with this division.

(2) A CEO or central administrative officer whose charter holder has operated campuses that all have a minimum rating of “Acceptable” for at least two out of three of the most recent ratings is subject to the training require-ments listed below in (a)-(e). Twenty-one (21) hours of instructional hours are required, 19 of which must include the modules listed below. The remaining two hours may consist of any of the following modules and may also consist of self-study:



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(a) A minimum of 210 minutes of instruction on school law, with a special emphasis on Chapter 12 of the Texas Education Code;

(b) A minimum of 210 minutes of instruction on school finance, with a special emphasis on accounting for public funds and property, student atten-dance accounting, federal funds and property management, grant admin-istration, audit requirements, and capital financing;

(c) A minimum of 270 minutes of instruction on health and safety issues, open meetings requirements, and requirements relating to public records;

(d) A minimum of 210 minutes of instruction on accountability requirements related to the use of public funds; and

(e) A minimum of 240 minutes of instruction in other requirements relating to accountability to the public.

2. Training must be completed within one calendar year of beginning service in the capacity of CEO.

3. The training content shall consist of 21 hours of the modules listed below. The remaining nine hours of the required 30 hours may be selected from any of the modules below:

a. A minimum of 240 minutes of instruction in school law, with an emphasis on Chapter 12 of the Texas Education Code;

b. A minimum of 240 minutes of instruction in school finance, with an emphasis on accounting for public funds and property, student attendance accounting, federal funds and property management, grant administration, audit requirements, and capital financing;

c. A minimum of 120 minutes of instruction in health and safety issues;

d. A minimum of 240 minutes of instruction in accountability requirements related to public funds;

e. A minimum of 240 minutes of instruction in other requirements relating to account-ability to the public;

f. A minimum of 60 minutes of instruction in open meetings requirements; and

g. A minimum of 120 minutes of instruction in requirements relating to public records.

4. Training must conform to the curriculum outline approved by the commissioner of education to satisfy training requirements. The entire duration of the training must be dedicated to topics identified in the curriculum outline.

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D. Immunity from Liability1. In matters related to operation of an open-enrollment charter school, the CEO is

immune from liability to the same extent as school district employees.


E. Web Posting of CEO Salary. An open-enrollment charter school must post the salary of the school’s CEO on its internet website.



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200.220. CAMPAIGN CONTRIBUTIONS AND POLITICAL ADVERTISING

A. Campaign Contributions to Members of the State Board of Education1. Adoption of Policies

The governing body of a charter holder shall adopt policies implementing the dis-closure of State Board of Education Operating Rule, §4.3, or its successor, and shall insure compliance by:

a. The members of the governing body of the charter holder and charter school;

b. The employees and agents of the charter holder and charter school; and

c. Any management company under contract with the charter holder or charter school.


B. State Board of Education Operating Rule, §4.31. Disclosure

Any person, corporation or other legal entity which proposes to enter into a contract with or applies for a grant, contract, or charter that may be granted by the State Board of Education shall disclose whether, at any time in the preceding four years, the person, corporation, or other legal entity has made a campaign contribution to a candidate for or member of the State Board of Education. Disclosure shall be made in writing to the Commissioner of Education 14 calendar days prior to consideration by the board or any committee of a contract, grant or charter.

2. Benefits Conferred A person, corporation or other legal entity which proposes to enter into a contract with or applies for a grant, contract, or charter which may be granted by the State Board of Education shall disclose in the same manner any benefit conferred on a candidate for or member of the State Board of Education during the preceding four years. A benefit need not be disclosed if the aggregate value of benefits conferred on a member of the State Board of Education during the preceding four years does not exceed $50. This requirement applies whether or not the person, corporation, or other legal entity is required to report the expenditure to the Texas Ethics Commission.

3. Continuing Duty to Report A person, corporation, or other legal entity has a continuing duty to report shall within 21 calendar days notify the commissioner of education upon making a contribution or expenditure covered by this section.

4. Failure to Disclose Failure to disclose a contribution or expenditure under this section shall be grounds for canceling or revoking the contract, grant, or charter at the discretion of the State Board of Education.


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State Board of Education Operating Rule, §4.3.

C. Political Advertising1. The governing body of a charter holder shall ensure that no state funds are expended

by the charter holder, the charter school, or its management company for any political advertising.

State Board of Education Operating Rule, §4.3

2. Definition of Political Advertising: A communication supporting or opposing a candidate, a political party, a public officer, or a measure that:

a. in return for consideration, is published in a newspaper, magazine, or other periodical or is broadcast by radio or television; or

b. appears:

i. in a pamphlet, circular, flier, billboard or other sign, bumper sticker, or similar form of written communication; or

ii. on an Internet website.

Tex. Election Code §251.001(16).

http://www.tea.state.tx.us/index4.aspx?id=3958


http://www.statutes.legis.state.tx.us/Docs/EL/htm/EL.251.htm#251.001

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TCSA Model Board Policy Series 200.120. Conflicts of Interest




200.120. CONFLICTS OF INTEREST Section 1. Substantial Interest in Real Property or Business Entity For purposes of compliance with Chapter 171 of the Texas Local Government Code, which relates to board members and other officers of the charter school doing business with the charter school, affected board members and employees must execute one or both of the attached affidavits, as appropriate.

Section 1.1. Affected board members or employees must timely file the executed affidavit with the official record keeper of the charter holder when circumstances require such a filing. Section 1.2. The minutes of the board meeting during which a board member or employee submits an affidavit or abstains from a vote must clearly identify each person participating in the matter, each person abstaining, each person voting, and the vote of each person. Section 1.3. An action taken subject to this section must be approved through a written resolution adopted by the governing board and signed by the board members voting in favor of it.

Section 2. Managing Conflict Disclosure Form Records For purposes of compliance with Chapter 176 of the Texas Government Code, the Superintendent must maintain a list of the charter holder’s local government officers and must make that list available to the public and any vendor required to file a Conflict of Interest Questionnaire (CIQ) form. Additionally, the Superintendent must maintain the completed Conflicts Disclosure Statement (CDS) forms and CIQ forms in accordance with the charter school’s records retention schedule.

Section 3. Web Postings of CIS and CIQ Forms The Superintendent must ensure that completed CDS forms and CIQ forms are posted to the charter’s Internet website.



AFFIDAVIT FOR SUBSTANTIAL INTEREST IN REAL PROPERTY State of Texas County of

I, , a local public official under Texas law, do hereby swear and affirm that I have a substantial interest the real property described below and that it is reasonably foreseeable that a board vote, decision, or other action on the matter will have a special economic effect on the value of the property, distinguishable from its effect on the public.

The nature and extent of my interest of the real property is as follows:

Address and Description of the Real Property:

Concerning the real property described above, I hereby affirm that I have or a person related to me within the third degree by blood (consanguinity) or marriage (affinity) has an equitable or ownership interest with a fair market value of $2,500 or more.

I further affirm that I will abstain from further participation on any matter before the

School Board of Directors concerning this real property.

These statements are based on my personal knowledge and are true and correct.

Signed this day of , 20__.

(Signature of Charter School Official)

(Rapoport Academy Public School Official)



ACKNOWLEDGEMENT CERTIFICATE BY NOTARY PUBLIC: This instrument was acknowledged before me this day of , 20__, by


Personally known or Produced as identification.

(NOTARY SEAL)

(Signature of Notary Public) (Printed Name of Notary) Notary Public, State of Texas



AFFIDAVIT FOR SUBSTANTIAL INTEREST IN BUSINESS ENTITY State of Texas County of

I, , a local public official under Texas law, do hereby swear and affirm that I have a substantial interest in the business entity described below and that a board vote, decision, or other action on the matter will have a special economic effect on the business entity that is distinguishable from its effect on the public.

The nature and extent of my interest of the real property is as follows:

Address and Description of the Real Property:

Concerning the business entity named above, I hereby affirm that I or a person related to me within the third degree by blood (consanguinity) or marriage (affinity):

own or owns 10% or more of the voting stock or shares of the business entity

own or owns 10% or more of the fair market value of the business entity

own or owns $15,000 or more of the fair market value of the business entity

received funds from the business entity that exceeded 10% of the person’s gross income

for the previous year. I further affirm that I will abstain from further participation on any matter before the

School Board of Directors concerning this business entity.

These statements are based on my personal knowledge and are true and correct.

Signed this day of , 20__.

(Signature of Charter School Official)




ACKNOWLEDGEMENT CERTIFICATE BY NOTARY PUBLIC: This instrument was acknowledged before me this day of , 20__, by


Personally known or Produced as identification.

(NOTARY SEAL)

(Signature of Notary Public) (Printed Name of Notary) Notary Public, State of Texas


TCSA Model Board Policy Series200.120. Conflicts of Interest

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INTRODUCTION









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200.120. CONFLICTS OF INTEREST

A. State Conflicts of Interest Standards1. Compensation

a. General Rule A person who receives compensation or remuneration from a non-profit corporation holding an open-enrollment charter may not serve on the governing body of the charter holder.

Tex. Educ. Code § 12.1054; 19 Texas Admin. Code § 100.1131(b).

b. Compensation or Remuneration Includes, without Limitation:

i. salary, bonuses, benefits, or other compensation received by the board member pursuant to an employment relationship;

ii. payment of or reimbursement for personal expenses of board member, ex-cluding reimbursement for allowable travel expenses;

iii. credit extended to the board member by the charter holder or charter school;

iv. the board member's personal use of property paid for by the charter holder or charter school;

v. in-kind transfers of property to the board member; and

vi. all other forms of compensation or remuneration to the board member.

19 Tex. Admin. Code § 100.1131(b).

c. Academic Rating Exception If each charter school operated by a charter holder has received an Academically Acceptable rating for at least two of the preceding three school years, then charter school employees may serve on the governing body of the charter holder; provided that:

i. only employees of the charter school, and not employees of the charter holder, serve on the governing body of the charter holder;

ii. the only compensation or remuneration received by the board member is salary, bonuses, benefits, or other compensation received pursuant to the employment relationship with the charter school;

iii. charter school employees do not constitute a quorum of the governing body or any committee of the governing body; and





iv. all charter school employees serving on the governing body

(1) file an affidavit stating that they receive compensation from the charter holder, and

(2) abstain from participation on matters before the board that have a special economic impact on them that is distinguishable from the effect on other employees of the charter holder.

Tex. Educ. Code § 12.1054 (a)(2); 19 Tex. Admin. Code § 100.1131 (c), (f).

d. Compliance After Ratings Change A charter holder must comply with the General Rule (stated in 1(a)) within 30 days after it is assigned a rating that causes it to become ineligible for the Academic Rating Exception. If the charter holder timely and sufficiently appeals its academic rating, then the time for compliance with the General Rule is extended until 30 days after the date on which the appeal is finally determined.

19 Tex. Admin. Code § 100.1131 (h).

e. Accounting for Interested Transactions Financial transactions between a charter school and an officer or employee of the charter holder or the charter school must be discretely and clearly recorded in the accounting, auditing, budgeting, reporting, and recordkeeping systems for the management and operation of the charter school.

19 Tex. Admin. Code § 100.1047(f)(2).

2. Board Members Acting as a Surety

a. Local Public Official For purposes of this section, charter holder board members, charter school board members, and all officers of the charter school are defined as “local public officials.”

19 Tex. Admin. Code § 100.1132 (a)(1).

b. A local public official commits a criminal offense if the official knowingly: (1) acts as surety for a business entity that has work, business, or a contract with the charter holder; or (2) acts as surety on any official bond required of a member of the governing body or charter school, or of an officer of the charter school.

19 Tex. Admin. Code § 100.1135(a).

c. A local public official commits a criminal offense if the official knowingly violates this rule. The offense is a Class A misdemeanor.

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19 Tex. Admin. Code § 100.1135(b); Tex. Loc. Gov’t Code § 174.003.

3. Board Members and Other Officers Doing Business with the Charter Holder or Charter School, Chapter 171, Texas Local Government Code

a. Compliance Required. Board members for charter holders, board members of charter schools, and officers of charter schools must comply with the conflicts of interest provisions in Chapter 171 of the Texas Local Government Code in the manner set out in the Title 19, Texas Administration Code, Sections §§ 100.1131-100.1135.

19 Tex. Admin. Code § 100.1131 (a).

b. Officer of a Charter School An officer of a charter school includes any person charged with or acting with the duties of a chief executive officer, a central administrative officers, a campus administration officer, or a business manager, regardless whether the person is an employee or contractor of a charter holder, charter school, or management company; or a volunteer working under the direction of a charter holder, charter school, or management company.

19 Tex. Admin. Code § 100.1011(16).

c. Local Public Official For purposes of Chapter 171 of the Texas Local Government Code, charter holder board members, charter school board members, and all officers of the charter school are defined as “local public officials.”

19 Tex. Admin. Code § 100.1132 (a)(1); Tex. Educ. Code § 12.1054 (a).

d. Business Entity Business entity includes a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, agency, political subdivision, or any other entity recognized by law.

19 Tex. Admin. Code § 100.1132(a)(2).

e. General Rule If a local public official has a substantial interest in a business entity or real prop-erty, the official must file an affidavit and abstain from further participation on a matter pertaining to the business entity or to the real property if the board’s vote or decision on the matter will have a special economic effect on the business entity or real property that is distinguishable from its effect on the public.

19 Tex. Admin. Code § 100.1133 (a).

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i. Substantial Interest in a Business Entity – A local public official has a substantial interest in a business entity if the person:

(1) The person owns 10% or more of the voting stock or shares of the business entity;

(2) The person owns either 10% or more of $15,000 or more of the fair market value of the business entity; or

(3) Funds received by the person from the business entity exceed 10% of the per-son’s gross income for the previous year.

ii. Substantial Interest in Real Estate - A person has a substantial interest in real estate if the interest is an equitable or legal ownership with a fair market value of $2,500 or more.

19 Tex. Admin. Code § 100.1132 (b), (c).

iii. Affidavit – The affidavit must state the nature and the extent of the interest and shall be filed with the official record keeper of the charter holder before a vote, decision, or other action or any matter involving the business entity or real property.

19 Tex. Admin. Code § 100.1133(a),(b).

iv. Abstention from Further Participation – To participate means active engagement in the subject matter at issue (e.g. discussions with other board members, participating in a vote or decision, deliberating with the board about the matter, exchanging communication through a third party). An individual member of a governing body does not “participate” by mere attendance; however, it may be wise for the interested individual to refrain from attending meet-ings that address the matter in which the individual has an interest.

Tex. Att’y Gen. Op. GA-0334 (2005).

f. Substantial Interest Through a Relative A local public official is considered to have a substantial interest in a business entity or in real estate if a person related to the individual within the third degree by blood (consanguinity) or by marriage (affinity) has a substantial interest (See Section 200.100, Nepotism).

19 Tex. Admin. Code § 100.1132(d); Tex. Educ Code § 12.1054 (a)(1).

g. Conflicts Requiring a Separate Vote on the Budget. The governing body of a charter holder must take a separate vote on any budget item specifically dedicated to a contract with a business entity in which a member of the board has a substantial interest.

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http://www.oag.state.tx.us/opinions/opinions/50abbott/op/2005/htm/ga0334.htm




i. The affected board member may not participate in that separate vote unless a majority of board members are likewise required to file affidavits and abstain from the vote.

ii. The member may vote on the final budget if the member has complied with the affidavit and abstention requirements and the matter in which the member is concerned has been resolved.

19 Tex. Admin. Code § 100.1134.

h. Accounting for Interested Transactions. Financial transactions between a charter school and a member of the governing body of the charter holder or the charter school must be discretely and clearly recorded in the accounting, auditing, budgeting, reporting, and recordkeeping systems for the management and operation of the charter school.

19 Tex. Admin. Code § 100.1047(f)(2).

4. Board Members Receiving Income or Gifts from Charter School Vendors, Chapter 176, Texas Local Government Code

a. Compliance Required Each person within the charter school organization designated by law as a “local government officer” must comply with the conflicts disclosure provisions in Chapter 176 of the Texas Local Government Code. Tex. Local Gov’t Code § 176.001; §176.002; 84th R.S, HB 23 (2015)

Tex. Local Gov’t Code § 176.001(3); Tex. Local Gov’t Code § 176.001 (1-b).

b. Local Government Officers For purposes of Chapter 176 of the Texas Local Government Code, “local govern-ment officers” include:

i. charter school board members;

ii. a director, superintendent, administrator, president, or other person designated as an executive officer of the charter school; or

iii. an agent of the charter school who exercises discretion in the planning, rec-ommending, selecting, or contracting of a vendor. Tex. Local Gov’t Code § 176.001(4); 84th R.S, HB 23 (2015).

(a) “Agent” means third party who undertakes to transact some business or manage some affair of the charter school by the authority or on account of the charter school. The term includes an employee. Tex. Local Gov’t Code § 176.001(1); 84th R.S, HB 23 (2015).

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http://www.capitol.state.tx.us/BillLookup/Text.aspx?LegSess=84R&Bill=HB23





(b) Neither a charter school employee nor its agent is subject to the conflicts disclosure provisions in Chapter 176 if the person is acting in his or her official capacity. Tex. Local Gov’t Code § 176.002 (b); 84th R.S, HB 23 (2015).

Conflicts Disclosure Statement for Receipt of Taxable Income A local government officer must file a conflicts disclosure statement with respect to any vendor that enters into a contract with the open enrollment charter school if the vendor has an employment, or other business relationship, with the local gov-ernment officer or family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that a contract with charter school and the vendor has been executed or becomes aware that the charter school is considering entering a contract with the vendor. Tex. Local Gov’t Code § 176.003 (a)(2)(A); 84th R.S, HB 23 (2015).

Conflicts Disclosure Statement for Receipt of Gifts A local government officer must file a conflicts disclosure statement with respect to any vendor that enters into a contract with the charter school if the vendor has given to the officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date that the officer becomes aware that a contract with the person or entity has been executed or becomes aware that the charter school is considering entering a contract with the vendor. Tex. Local Gov’t Code § 176.003 (a)(2)(B); 84th R.S, HB 23 (2015). Definition of Gift. "Gift" means a benefit offered by a person, including food, lodging, transportation, and entertainment accepted as a guest. The term does not include a benefit offered on account of kinship or a personal, professional, or business relationship independent of the official status of the recipient. Tex. Local Gov’t Code § 176.001(2-b); 84th R.S, HB 23 (2015).

e. Conflicts Disclosure Statement for Family Relationships A local government officer must file a Conflicts Disclosure Statement with respect to any vendor that enters into a contract with the charter school or a vendor with which the charter school is considering a contract if the vendor has a family rela-tionship with the local government officer. Tex. Local Gov’t Code § 176.003(a)(2)(C); 84th R.S, HB 23 (2015).

f. Exceptions to Disclosure Filing

i. A local government officer is not required to file a Conflicts Disclosure State-ment in relation to a gift accepted by the officer or a family member if the gift is a political contribution as defined by Title 15, Election Code or is food accepted as a guest. Tex. Local Gov’t Code § 176.003 (a-1); 84th R.S, HB 23 (2015).

ii. A local government officer is not required to file a Conflicts Disclosure State-ment if the local governmental entity or vendor is an administrative agency created under Section 791.013, Government Code created for the purpose of

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supervising the performance of an interlocal contract. Tex. Local Gov’t Code § 176.003(a-2); 84th R.S, HB 23 (2015).

g. Conflicts Disclosure Statement Form by Local Government Officers (CIS Form)

i. The Conflicts Disclosure Statement form is promulgated by the Texas Ethics Commission and can be downloaded from the agency’s website at https://ethics.state.tx.us/forms/CIS.pdf. The form must be completed as required by subsections (c), (d), and (e) above. The form must be filed with the records ad-ministrator of the charter school. Tex. Local Gov’t Code § 176.004.

ii. The CIS Form filing requirement, including the signature requirement as stated in Chapter 176.004 of the Local Government Code, may be satisfied by elec-tronic filing of the CIS Form approved by the Texas Ethics Commission. Tex. Local Gov’t Code § 176.008.

h. CIS Form Filing Deadline Each local government officer must file the CIS Form with the records administrator of the charter school not later than 5:00 pm on the seventh business day after the date on which the officer becomes aware of the facts that require the filing of the statement as required by subsections (c) and (d) above. Tex. Local Gov’t Code § 176.003 (b).

i. Family Member and Family Relationship

i. For purposes of Chapter 176 of the Local Government Code, “family member” means “a person related to another person within the first degree by blood (consanguinity) or marriage (affinity Tex. Local Gov’t Code § 176.001 (2); 84th R.S, HB 23 (2015)

ii. For purposes of Chapter 176 of the Local Government Code, “family relation-ship” means “a relationship between a person and another person within the third degree by consanguinity or the second degree by affinity, as those terms are defined by Subchapter B, Chapter 573, Government Code.

Tex. Local Gov’t Code § 176.001 (2-a); 84th R.S, HB 23 (2015)

j. Conflict of Interest Questionnaire Form by Certain Vendors (CIQ Form)

i. Compliance Required. Any person designated a vendor of the charter school must comply with the conflicts of interest provisions in Chapter 176 of the Texas Local Government Code if certain conditions are met. Tex. Local Gov’t Code §§ 176.002; 176.006

(1) Vendor Designation. "Vendor" means a person who enters or seeks to enter into a contract with a local governmental entity. The term includes an agent of a vendor. The term includes an officer or employee of a state agency

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when that individual is acting in a private capacity to enter into a contract. The term does not include a state agency except for Texas Correctional Industries. Tex. Local Gov’t Code § 176.001(7).

(2) Compliance Conditions. A vendor must file a completed Conflict of Interest Questionnaire if the vendor has a business relationship with the charter school, and

(a) Has an employment or other business relationship with a local govern-ment officer of that charter school or a family member of the officer; or

(b) Has given a local government officer of the charter school or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period; or

(c) Has a family relationship with the local government officer. Tex. Local Gov’t Code § 176.006 (a); 84th R.S, HB 23 (2015).

ii. CIQ Form. The Conflict of Interest Questionnaire form is promulgated by the Texas Ethics Commission and can be downloaded from the agency’s website at https://ethics.state.tx.us/forms/CIQ.pdf. The completed CIQ Form must be filed with the records administrator of the charter school. Tex. Local Gov’t Code § 176.006 (b), (c): 84th R.S, HB 23 (2015)

iii. CIQ Form Filing Deadline. The CIQ form must be filed by the vendor with the records administrator of the charter school not later than the seventh business day after the later of:

(1) the date that the vendor begins discussions or negotiations to enter into a contract with the charter school; or

(2) the date that the vendor submits to the charter school an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the charter school; or

(3) business relationship with a charter school officer, or a family member of the officer; or

(4) the date the vendor becomes aware that the vendor has given one or more gifts to a local government officer or to a family member of the local govern-ment officer in the amount and in the timeframe described above; or

(5) the date the vendor becomes aware of a family relationship with a local government officer Tex. Local Gov’t Code § 176.006 (a-1); 84th R.S, HB 23 (2015).

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https://ethics.state.tx.us/forms/CIQ.pdf





iv. CIQ Form Update Required. A charter school vendor must file an updated CIQ Form with the records administrator of the charter school not later than the seventh business day after the date of an event that would make a statement in the questionnaire incomplete or inaccurate. Tex. Local Gov’t Code § 176.006 (d).

v. Person Serving as Both Local Government Officer and Vendor. A person who is both a local government officer and a vendor of the charter school is re-quired to file the CIQ form only if the person (1) enters or seeks to enter into a contract with the charter school; or (2) is an agent of a person who enters or seeks to enter into a contract with the charter school. Tex. Local Gov’t Code § 176.006(e); 84th R.S, HB 23 (2015).

vi. No Impact on Validity of Contract. The validity of a contract between a vendor and a charter school is not affected solely because the vendor fails to file a required CIQ form. Tex. Local Gov’t Code § 176.006 (i); 84th R.S, HB 23 (2015).

k. Web Posting Requirement A charter school that maintains an Internet website must provide access to the filed CIS Forms and CIQ Forms on that website. Tex. Local Gov’t Code § 176.009 (a).

l. Records Management

i. The filing recordkeeping requirements of Chapter 176, Local Government Code are in addition to other disclosure required by law. Tex. Local Gov’t Code § 176.010.

ii. The records administrator must maintain:

(a) a list of local government officers of the charter school and must make this list available to the public and any vendor who may be required to file a conflict of CIQ form; and

(b) the CIS Forms and CIQ Forms in accordance with the charter school’s records retention schedule. Tex. Local Gov’t Code § 176.0065; 84th R.S, HB 23 (2015).

iii. These requirements do not require the charter school to disclose any informa-tion that is excepted from disclosure under the Public Information Act, Chapter 552, Texas Government code. Tex. Local Gov’t Code § 176.012.

m. Consequences for Non-Compliance

i. A local government officer commits an offense if the officer (1) is required to file a CIS Form and (2) knowingly fails to file the CIS Form not later than 5pm on the seventh business day after the date on which the officer becomes aware of the facts requiring disclosure.

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ii. A vendor commits an offense under this chapter if the vendor: (1) is required to file a conflict of interest questionnaire under Section 176.006; and 2) either: (A) knowingly fails to file the required questionnaire with the appropriate records administrator not later than 5 p.m. on the seventh business day after the date on which the vendor becomes aware of the facts that require the filing of the questionnaire; or (B) knowingly fails to file an updated questionnaire with the appropriate records administrator not later than 5 p.m. on the seventh business day after the date on which the vendor becomes aware of an event that would make a statement in a questionnaire previously filed by the vendor incomplete or inaccurate.

iii. An offense by either a local government officer or a vendor is:

(a) a Class C misdemeanor if the contract amount is less than $1 million or if there is no contract amount for the contract;

(b) a Class B misdemeanor if the contract amount is at least $1 million but less than $5 million; or

(c) a Class A misdemeanor if the contract amount is at least $5 million.

iv. A local governmental entity may reprimand, suspend, or terminate the employ-ment of an employee who knowingly fails to comply with a requirement adopted under this chapter.

v. The governing body of a local governmental entity may, at its discretion, declare a contract void if the governing body determines that a vendor failed to file a conflict of interest questionnaire required by Section 176.006.

vi. It is an exception to the standard for a criminal offense that the local govern-ment officer filed the required conflicts disclosure statement not later than the seventh business day after the date the officer received notice from the local governmental entity of the alleged violation.

vii. It is an exception to the standard for a criminal offense that the vendor filed the required questionnaire not later than the seventh business day after the date the vendor received notice from the local governmental entity of the alleged violation.

Tex. Local Gov’t Code § 176.013; 84th R.S, HB 23 (2015)

B. Federal Conflict of Interest StandardsRefer to TCSA’s Module 100: Financial Operations 2010, Section 100.080, Federal Fiscal Compliance, for information on the federal conflict of interest standards.

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Criminal Background Checks for Board Members and Officers

1. Before an individual begins service on the board of directors or as an officer, a charter holder shall obtain from the Texas Department of Public Safety (DPS) all criminal history record information that relates that individual.
















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iv. Arson;





ix. Manslaughter;















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5. If a person is prohibited from serving as a member of the governing body or as an officer or employee of a charter school, and if removing such person would violate an

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employment or other written contract that was executed before September 1, 2001, then the contract may continue in effect if:

a. No state funds are used to pay any amounts due to the person under the contract, and all such amounts are paid from a clearly identified source;



19 Tex. Admin. Code 100.1151(h)-(j).

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1. Each Member of the Governing Body of the Charter Holder Information must include: (a) the member’s title, (b) specific powers and duties of the member, (c) legal name of the individual, (d) any aliases or names formerly used by the individual (including a maiden name), (e) a complete criminal history record of convic-tions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the individual’s business interest in or transactions with a charter holder, charter school, or management company, and (g) list of all relatives of the individual with the third degree of by blood and by marriage who:








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A. Immunity from Civil Liability1. A member of the governing body of a charter holder or charter school is immune from

liability to the same extent as a school district trustee.


2. A director of a non-profit Corporation is not liable to the corporation, a member, or another person if the director discharges his or her duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.


B. Liability for Breach of Fiduciary Duty1. Notwithstanding the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq.,

Vernon’s Texas Civil Statutes) or other law, on request of the commissioner, the attorney general may bring suit against a member of the governing body of an open-enrollment charter school for breach of a fiduciary duty by the member including misapplication of public funds.


a. Damages;







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19 Tex. Admin. Code §100.1011(17).






19 Tex. Admin. Code §100.1033(c)(6)(D).



i. Exception:





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b. appears:







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TCSA Model Board Policy Series 200.140. Restrictions on Serving as a Board Member or Officer




200.140. RESTRICTIONS ON SERVING AS A BOARD MEMBER OR OFFICER The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Criminal History Records

Section 1.1. Criminal Background Check for Members of the Board. Before an individual becomes a member of the Board, and every third year thereafter, the Chair of the Board or the Chair’s designee shall ensure that all criminal history record information is obtained, as frequently as the law requires, from the Texas Department of Public Safety.

Section 1.3. Criminal History Background Checks for Officers of the Charter School. Before an individual becomes an officer of the charter school, the Chief Financial Officer shall ensure that all criminal history record information is obtained from the Texas Department of Public Safety. After the initial check, the Chief Financial Officer shall ensure that such a criminal history check is conducted as frequently as the law requires.

Section 1.3. Confidentiality. The Superintendent of RAPOPORT ACADEMY PUBLIC SCHOOL shall ensure that criminal history information is released only to legally authorized entities.

Section 2. Majority of Board Members as Qualified Voters The Board shall ensure that at all times at least a majority of the members of the Board are qualified voters in the state of Texas.


TCSA Model Board Policy Series200.140. Restrictions on Serving as a Board Member or Officer

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200.140. RESTRICTIONS ON SERVING AS A BOARD MEMBER OR OFFICER

A. Criminal Background Checks for Board Members and Officers1. Before an individual begins service on the board of directors or as an officer, a charter

holder shall obtain from the Texas Department of Public Safety (DPS) all criminal history record information that relates that individual.


















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iv. Arson;





ix. Manslaughter;
















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5. If a person is prohibited from serving as a member of the governing body or as an of-








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ficer or employee of a charter school, and if removing such person would violate an em-ployment or other written contract that was executed before September 1, 2001, then the contract may continue in effect if:

a. No state funds are used to pay any amounts due the person under the contract, and all such amounts are paid from a clearly identified source;



19 Tex. Admin. Code 100.1151(h)-(j).



TCSA Model Board Policy Series 200.160. Compliance Records on Nepotism, Conflicts of Interest & Restrictions on Serving





The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Compliance Record Maintenance The Superintendent shall maintain the compliance records for state conflict of interest standards as required by law.

SECTION 2. Compliance Form As a means toward complying with this policy, the Superintendent may require each member of the governing body of the charter holder, each officer of the charter school, each member of the governing body of charter school, and each employee of the charter school to complete the form template attached this policy.



COMPLIANCE RECORD FOR STATE CONFLICT OF INTEREST STANDARDS Date of Completion by the Named Individual Date of Expiration of this Compliance Record

(i.e., three years after the date of completion) Name: Title:

Indicate whether you are:

member of governing body of charter holder

officer of the charter school (including a chief executive officer, a central administrative officers, a campus administration officer, or a business manager; or a volunteer working under the direction of a charter holder, charter school, or management company)

member of governing body of charter school

employee of a charter school (anyone employed by the charter who is not considered an “officer of the charter school” as defined above.

Describe your specific powers and duties:

State legal name of the individual:

Current Legal Name:

Aliases: Formerly Used Names (including maiden name):

Provide a full and complete list of your business interest in or transactions with any charter holder, charter school, or management company:


CHARTER BOARD POLICY 200.160

List all of your relatives within the third degree of by blood and by marriage who:

1. are employed by the charter holder or charter school:

2. conduct business transactions with the charter holder or charter school:

3. serve on the governing body of the charter holder or charter school:

4. have a substantial interest in a management company.


TCSA Model Board Policy Series

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1. Each Member of the Governing Body of the Charter Holder Information must include: (a) the member’s title, (b) specific powers and duties of the member, (c) legal name of the individual, (d) any aliases or names formerly used by the individual (including a maiden name), (e) a complete criminal history record of convic-tions issued by the Texas Department of Public Safety within three years of the date of the compliance record; (f) a full and complete list of the individual’s business interest in or transactions with a charter holder, charter school, or management company, and (g) list of all relatives of the individual with the third degree of by blood and by marriage who:









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TCSA Model Board Policy Series200.180. Board Member Immunity and Liability

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A. Immunity from Civil Liability

1. A member of the governing body of a charter holder or charter school is immune from liability and suit to the same extent as a school district trustee.

Tex. Educ. Code §12.1056; 84th R.S., HB 1171

2. A director of a non-profit corporation is not liable to the corporation, a member, or another person if the director discharges his or her duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.


B. Liability for Breach of Fiduciary Duty

1. Notwithstanding the Texas Non-Profit corporation Act (Article 1396-1.01 et seq., Vernon’s Texas Civil Statutes) or other law, on request of the Commissioner, the Attorney General may bring suit against a member of the governing body of an open-enrollment charter school for breach of a fiduciary duty by the member including misapplication of public funds.


a. Damages;









TCSA Model Board Policy Series 200.200. Chief Executive Officer Power & Duties




200.200. CHIEF EXECUTIVE OFFICER The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Powers & Duties TCSA NOTE: The Board should adopt the Section 1.1 that is applicable to their charter school.

Section 1.1. Non-Delegable Powers and Duties. The Superintendent shall not delegate the following powers and duties:



c. Selecting charter school employees or officers.

SECTION 2. Training The Superintendent shall comply with and keep accurate records concerning the commissioner of education rules governing training of open-enrollment charter Superintendents.

SECTION 3. Annual Evaluation The Board of Directors shall conduct an annual evaluation of the Superintendent. SECTION 4. Development of Administrative Procedures The Superintendent, or the Superintendent’s designee, shall develop administrative procedures by which to implement Board policy.

SECTION 5. Posting of CEO Salary Each year the Superintendent or the Superintendent’s designee shall post the salary of the Superintendent on its Internet website.


TCSA Model Board Policy Series200.200. Chief Executive Officer Power & Duties

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19 Tex. Admin. Code §100.1011(17).






19 Tex. Admin. Code §100.1033(c)(6)(D).



i. Exception:






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TCSA Model Board Policy Series 200.220. Campaign Contributions & Political Advertising




200.220 CAMPAIGN CONTRIBUTIONS TO THE STATE BOARD OF EDUCATION The governing body (“Board”) of RAPOPORT ACADEMY PUBLIC SCHOOL adopts the following policy which shall be effective on the date that the policy is adopted by the Board.

SECTION 1. Disclosure

SECTION 1.1 Disclosure. Board members, employees, and agents of RAPOPORT ACADEMY PUBLIC SCHOOL shall disclose whether, at any time in the preceding four years, the person, corporation, or other legal entity made a campaign contribution to a candidate for or to a member of the State Board of Education (SBOE).

SECTION 1.2. In Writing. The disclosure will be made in writing to the commissioner of education within the timeline and in the format established by the SBOE Rule.

SECTION 2. Benefits Conferred

SECTION 2.1. Disclosure. The Board members, employees, and agents of RAPOPORT ACADEMY PUBLIC SCHOOL shall disclose in the same manner, as stated in Section 1.2 of this policy, any benefit conferred on a candidate for or member of the SBOE during the preceding four years.

SECTION 3. Continuing Duty to Report

SECTION 3.1. RAPOPORT ACADEMY PUBLIC SCHOOL, its employees, agents and any contracted management company has a continuing duty to report contributions or expenditures made through the term of a contract, grant, or charter and shall within 21 calendar days notify the commissioner of education upon making a contribution or expenditure covered by this section.

SECTION 4. Management Services Companies

SECTION 4.1. The Superintendent shall ensure that any contract between RAPOPORT ACADEMY PUBLIC SCHOOL and a management services company includes an acknowledgement by the management services company of its duty to make disclosures of political campaign contributions and benefits conferred to candidates for or members of the State Board of Education.

SECTION 5. Political Advertising

The Superintendent shall ensure that no state funds are expended by the RAPOPORT ACADEMY PUBLIC SCHOOL for any political advertising. The Superintendent shall ensure that any contract between RAPOPORT ACADEMY PUBLIC SCHOOL and a management services company includes a prohibition against the expending of state funds for political advertising by the management company.


TCSA Model Board Policy Series200.220. Campaign Contributions & Political Advertising

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b. appears:








TCSA Model Board Policy Series 200.230. Evaluation of Performance in Community and Student Engagement; Compliance Charter Board Policy for Rapoport Academy Public School



200.230 EVALUATION OF PERFORMANCE IN COMMUNITY AND STUDENT ENGAGEMENT; COMPLIANCE

Section 1. Evaluation of Performance This policy is effective with the 2013-2014 school year. The board of directors of RAPOPORT ACADEMY PUBLIC SCHOOL shall appoint a local committee to evaluate the school's performance and the performance of each campus of the charter school in community and student engagement and in compliance. The following programs or specific categories of performance must be evaluated at each campus:

1. Fine arts 2. Wellness and physical education 3. Community and parental involvement 4. 21st Century Workforce Development Program 5. Second Language Acquisition Program 6. Digital Learning Environment 7. Dropout Prevention Strategies 8. Gifted & Talented Educational Programs 9. The record of the charter school and each campus regarding compliance with statutory

reporting and policy requirements. After conducting the evaluation of the school and each campus’s performance in the categories set forth above, the local committee shall assign a proposed rating for each category based on the criteria described below using supporting evidence from the campus or district. The local committee shall present the proposed ratings to the Board of Directors for review and approval, along with the underlying evidence to support the assignment of each rating.



The following criteria shall be used to evaluate the performance of the school and each campus in the categories described above:

1. The record of the charter school and each campus regarding compliance with statutory reporting and policy requirements; and 2. The criteria set forth in the guidance document provided through the TCSA Quality Framework regarding performance of the school and each campus of the school in the applicable categories. 3. The school may use the suggested activities provided by TEA, the Early College High School Blueprint, the T-STEM Blueprint, and/or the TCSA Quality Framework.

Section 3. Final Performance Rating & Report to the Texas Education Agency No later than June 15 of each year, the Board of Directors shall review and approve the proposed performance ratings as presented by the local committee. The local committee shall submit the ratings to the Public Education Information Management System (PEIMS) in accordance with the reporting requirements and timelines specified in the PEIMS Data Standards and the Texas Education Data Standards applicable for that school year. By no later than August 8th of each year, the local committee shall make the final ratings public on the school’s website.



TCSA Model Board Policy Series

200.230. Evaluation of Performance in Community and Student Engagement; Compliance

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200.230 EVALUATION OF PERFORMANCE IN COMMUNITY AND STUDENT ENGAGEMENT; COMPLIANCE

A. Evaluation of PerformanceThe charter school shall evaluate the school’s performance and the performance of each campus of the charter school in community and student engagement and in compliance. The fol-lowing programs or specific categories of performance must be evaluated at each campus:

1. Fine arts

2. Wellness and physical education

3. Community and parental involvement, such as:

a. opportunities for parents to assist students in preparing for assessments under Tex. Educ. Code §39.023;

b. tutoring programs that support students taking assessments Tex. Educ. Code §39.023;

c. opportunities for students to participate in community service projects.

4. 21st Century Workforce Development Program

5. Second Language Acquisition Program

6. Digital Learning Environment

7. Dropout Prevention Strategies

8. Gifted & Talented Educational Programs

9. The record of the charter school and each campus regarding compliance with statutory reporting and policy requirements.

B. Criteria for EvaluationThe charter school shall use criteria developed by a local committee to evaluate:

1. The performance of the charter school’s campus programs and categories of performance described above; and

2. The record of the charter school and each campus regarding compliance with statutory reporting and policy requirements.

C. Assignment of Performance RatingThe charter school shall assign the charter school and each campus of the charter school a performance rating of exemplary, recognized, acceptable or unacceptable for both overall performance and each individual evaluation category.


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D. Reporting Rating to the Texas Education AgencyBeginning with the 2013-2014 school year, no later than August 8 of each year, the charter school shall report each performance rating to the Texas Education Agency and make the performance ratings publicly available as provided by commissioner rule.

Tex. Educ. Code § 39.0545.

r G"• C H

înit of^tcretar^ of ^tate

C£-TIFICATJ^ OF riCQi^lfaRATIGN

OF

.n-aOl rîNOVUIvr SCHJ'-'L jEVELOPÊNTi inc.CHARTEic NU-*.Êk GiA13t>2C

UNDO? G IGNl';, AS SECsFTAIs^v -c staTE CF ThE STATE CF TEXAS,

nc;ÊeY CE^^TIrlES ThAT THr a'TACHEO ^RYICLFS CF INC ORPC RA TIGN =0R THE

AiCV:; •\ xy\^[j CRPJf'ATI HAVE SEEN RECEIVED IN THIS OFFICE AND ARE

FluNO TO CONFORM TO

ACCGEOINGLY, TnE UnuERSIGnEu, AS SECRETARY OF STATE, AND BY VIRTUE

OF The authority VESTlD IN ThE SECRFTARY BY LAW, HEREBY ISSUES ThIS

CERTI=ICA"E OF iNCURpOv ^TlU.i.

TSSU\NCE OF -^nlS C = >< T1 = ICi.Ê CF INCCRPORATION DOES NOT AUTHORIZE

Tic USE A CJRPCKATE NAHE IN THIS STAT^ In VIOLATION OF ThE RIGHTS OF

AîCTHEK U'ÔFk THE FcuEKAL TRACE-'Akk aCT OF 19Ab, THE TEXAS TRADEMARK LAnt

TM ASS'JnEO jUjIN'ESS Ok PROFESSIONAL NAiE ACT OR th£ CO/I^'Qn L4W.

L -i T E 0 J C T • It, 19 96

cFrrCTiVc uCT« It, 199d

ônry -Antonio O. Garza. Jr.. Secretary of State

MFG-CH

NANCY t. 3RAYSJN

3Ai3 CHATEAU

WACn ,TX 76710

^init of tHexasSecretaro of State

OCT. 17, 1996

R c !

east ^ACCi innovative SCMOOl 0FVEL0P.1t MT, INC.CHARTER 01A16620-01

IT MAS 6EE.N OUR PLEASURE TO APPROVE AND PLACE ONOF incorporation that created your CORPORATION.WISHES FOR SUCCESS IH YOuR NLw VENTURE.

RECORD THE ARTICLESHE EXTEND OUR 3EST

AS A CORPORATrON, YOU ARE SUBJECT TO STATE TAX LAWS. SOME NON-PROFITCORPORATIONS ^RE EXEMPT FROM THE PAYMENT OF FRANCHISE TAXES AND MAYALSO 8E EXfclP" FROM THE PAY.'̂ ENT OF SmLES AND USE TAX ON THE PURCHASEOF TAXABLE ITEMS. IF YOU FEEL THAT UNDER THE LAW YOUR CORPORATION ISENTITLED TO b'E EXEMPT YQU MUST APPLY TO THE COMPTROLLER OF PUBLIC ACCOUNTS FOR TH^ EXEMPTION. THE SECRETARY OF STATE CANNOT MAKE SUCH05TERM!Nation FOR YOUR CURPuKATIUN.

IF WE CAN 35 OF FURTHFR SERVICE AT ANY TIME, PLEASE LET US KNOW.

VERY truly yours.

voJr., Secretary ofAntonio O. Garza, Jr., Secretary of State

ARTICLJBS OF liNCORPORATION I !f PILcrr '

CF" ' o zf tr.Qsecretary of State of Texas | |EAST WACO INNOVATIVE SCHOOL DEVELOPMENT, UJC, QCT 1 4 1996

A NON-PROFrr CORPORATION

Corporations Section

Articles of Incorporation of the undersigned, a majority' of whom arecitizens of the United States, desiring to form a Non-Profit Corporation underthe Non-Profit Law of Texas do hereby certify:

ARTICLE ONE

The name of this corporation is East Waco Innovative School Development, Inc.

ARTICLE'TOO

The name of the registered agent and initial address of the registered office ofthis corporation is:

Nancy E. Grayson3413 ChateauWaco, Texas 76710

ARTICLE THREE

The specific purposes for which this corporation is organized are:This corporation shall operate as a non-profit corporation as defined by article1396-1.02(3). This corporation is organized exclusively for one or more of thepurposes as specified in Section 501(c)(3) of the Internal Revenue Code,including, for such purposes, the making of distributions to organizations thatqualify as tax exempt organizations under section 501(c)(3) of the InternalRevenue Code, or corresponding section of any future federal tax code.

ARTICLE FOUR

This corporation is formed for educational purposes involving thedevelopment and implementation of innovative school programs at thepreschool, elementary, middle school, and high school level. Special care shcillbe taken to attend to the developmental needs of the children at each level ofeducation, as well as giving full attention to the population parameters,environment (urban/rural), and community support available as well as statemandated curriculum inclusion. The primary focus shall be directed toward,though not limited to, the Waco, Texas community. The purposes of thiscorporation include only those activities which comply with section 501(c)(3).Specific purposes for which tlie corporation is organized are:

(a) to establish an open enrollment public school (or schools) in Waco, Texasunder a charter approved by the Texas State Board of Education;

(b) to provide education for students within grades pre-kindergarten through ininth grade (pre-K through 9), with potential to expand through twelfthgrade; ^(c) to meet the requirements and accountability standards established by the ;Texas State Board of Education; :

(d) to maintain a regularly enrolled student body, an established curriculum !and a full-time faculty; I

(e) to expand and re-define the educational program from time to time as Inecessary to meet the needs of acontinually changing student population; j(f) to provide consultation for the development of other charter schoolventures;

(g) to have the normal functions, operations, programs and pursuitsincidental to a fully recognized and operational nonprofit center of learningand education.

ARTICLE FIVE

The management of the affairs of the corporation will be vested in thedirectors. The regulation of the internal affairs of the corporation shall be setforth in the bylaws established by the incorporators. The number of initialdirectors of this corporation is three. Their names and addresses are asfollows:

Nancy E. Grayson, President3413 Chateau

Waco, Texas 76710

Willa L. Jones, Secretary124 Timberview

Waco, Texas 76705

Robert W. Grayson, Treasurer3413 Chateau

Waco. Texas 76710

ARTICLE SIX

The names and addresses of the incorporators of this corporation are:

Nancy E. Grayson3413 Chateau

Waco. Texas 76710

Willa L. Jones124 Timberview

Waco, Texas 76705

Robert VV. Grayson3413 Chateau

Waco, Texas 76710ARTICLE SEVExN'

The period of duration of tliis corporation is perpetual.

ARTICLE eOHT

This corporation shall have no members.

ARTICLE NINE

No part of the net earnings of the corporation shall inure to the benefit of, orbe distributable to its members, trustees, officers, or other private persons,except that the corporation shall be authorized and empowered to payreasonable compensation for services rendered and to make payments anddistributions in furtherance of the purposes set forth in Article FOUR hereof.

No substantial part of the activities of the corporation shall be the carrying onof propaganda, or otherwise attempting to influence legislation, and thecorporation shall not participate in, or intervene (including the publishing ordistribution of statements) any political campaign on behalf of or inopposition to any candidate for public office.

Notwithstanding any other provision of these articles, the corporation shallnot carry on any other activities not permitted to be carried on (a) by acorporation exempt from federal income tax under section 501(c)(3) of theInternal Revenue Code, or the corresponding section of any future federal taxcode, or (b) by a corporation, contributions to which are deductible undersection 170(c)(2) of the Internal Revenue Code, or the corresponding sectionof any future federal tax code.

In any taxable year in which this corporation is a private foundation asdescribed in Section 509(a) of the Internal Revenue Code, the corporation 1)shall distribute its income for said period at such time and manner as not tosubject it to tax under Section 4942 of the Internal Revenue Code; 2) shall notengage in any act of self-dealing as defined in Section 4941 (s) of the InternalRevenue Code; 3) shall not retain any excess business holdings as defined inSection 4943(c) of the Internal Revenue Code; 4) shall not make anyinvestments in such manner as to subject the corporation to tax under Section4944 of the Internal Revenue Code; and 5) shall not make any taxableexpenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE TEN

Upon the dissolution of the corporation, assets shall be distributed for one ormore exempt purposes within the meaning of section 501(c)(3) of the InternalRevenue Code, or the corresponding section of any future federal tax code, orshall be distributed to the federal government, or to a state or localgovernment, for a public purpose. Any such assets not so disposed of shall bedisposed of by a Court of Competent Jurisdiction of tlie county in which theprincipal office of the corporation is then located, exclusively for such

purposes or to such organization or organizations, as said Court shalldetermine, which are organized and operated exclusively for such purposes.

The undersigned incorporators hereby declare under penalty of perjury thatthe statênts in ê foregoing Articles of Incorporation are true,

the^tness whj^ôFDwe have hereunto subscribed our names:

Naitcy3413 ChateauWaco, Texas 76710

y E. Gtfayson/ ^

Robert W. Grayson3413 ChateauWaco, Texas 76710

/;/IWilla L. Jones ^124 TimberviewWaco, Texas 76705

STATE OF TEXAS \COUNTY OF McLENNAN

Before me, notary public, on this day personallyappeared Nancy E.Grayson, Willa L Jones, and Robert W. Grayson known to me to bethe personswhose names are subscribed to the foregoing documentand being by me .duly sworn, severally declared that the statementsherein contained are true and correct.

Givejiunder my hand and seal of office this. day of1996.

Notai^Public, State ofTexa/My commission expires,

^ JL99jZMARGAP.ETB.ALLSUPNotary Public. State ofTexas

* 7 Ccmmission ExpiresMARCH 8,1997

purposes or to such organization or organizations, as said Court shaildetermine, which are organized and operated exclusively for such purposes.

The undersigned incorporators hereby declare under penalty of perjury thatthe statjMents in ^e foregoing Articles of Incorporation are true.

/itness wfu^^oTDwe have hereunto subscribed our names:

Nai(cy E. Gfrayson3413 Chat&uWaco, Texas 76710

Robert W. Grayson3413 ChateauWaco, Texas 76710

Willa L. Jones ^124 TimberviewWaco, Texas 76705

Cunent Board of Directors 2001/2002East Waco Innovative School Development, Inc.DBA Audre & Bernard Rapoport Academy

Randy Freddy, President9005 Willow Bend Drive

Waco,TX 76712

Mark Harren, CPA , Treasurer427 Brookwood DriveWaco, TX 76712

Rodney Clark, VP/Secretary8209 Mosswood

Waco,TX 76712

Vemon Cook

P.O. Box 282

Hubbard, TX 76648

Carolyn K. Johnson2000 J. J. Flewellen

Waco, TX 76704

Lisa Parks

2000 J. J. Flewellen

Waco, TX 76704

Seretta Rauls

720 Olive

Waco, TX 76704

Dr. Clay Sawyer305 Londonderry Dr.Waco, TX 76712

Dr. Ted Talbot

3201 MapleWaco, TX 76708

1

BY LAWS East Waco Innovative School Development, Inc.

Amended and approved: 11/17/2005 Amended and approved: 6/27/2013 Amended and approved: 7/23/2015 Amended and approved: 9/20/2016

ARTICLE 1

OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation is located in McLennan County, State of Texas. SECTION 2. CHANGE OF ADDRESS The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws: 3413 Chateau, Waco, TX 76710 Nov. 1996 2000 J. J. Flewellen, Waco, TX 76704 Aug. 2000 1020 Elm Bldg 100, Waco, TX 76704 Aug. 2003 1020 Elm Bldg 500 Jul. 2015 SECTION 3. OTHER OFFICES The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

ARTICLE 2 NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(C)(3) PURPOSES This corporation is organized exclusively for one or more of the purposes as specified in Section 501(C)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(C)(3) of the Internal Revenue Code. SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES The specific objectives and purposes of this corporation shall be:

(a) to establish an open enrollment public school (or schools) in Waco, Texas under a charter approved by the Texas State Board of Education;

(b) to provide education for students within grades pre-kindergarten through twelfth grade; (c) to meet the requirements and accountability standards established by the Texas State

Board of Education; (d) to maintain a regularly enrolled student body, an established curriculum and a full-time

faculty;

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(e) to expand and re-define the educational program from time to time as necessary to meet the needs of a continually changing student population;

(f) to provide consultation for the development of other charter school ventures; (g) to have the normal functions, operations, programs and pursuits incidental to a fully

recognized and operational nonprofit center of learning and education.

ARTICLE 3 DIRECTORS

SECTION 1. NUMBER The corporation shall have 9 directors and collectively they shall be known as the Board of Directors. SECTION 2. QUALIFICATIONS Directors shall be of the age of majority in the State of Texas. Other qualifications for directors of this corporation shall be as follows: One board position shall be filled by a parent of a currently enrolled student, and one board position shall be filled by a currently employed teacher. The remaining nine (9) board positions shall be filled at large by individuals sharing a deep concern for the education of children in the Waco community. Parents of currently enrolled students are eligible to fill up to three (3) of the at-large positions. Current employees of the school are ineligible to fill the at-large positions. SECTION 3. POWERS Subject to the provisions of the laws of the State of Texas and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. SECTION 4. DUTIES It shall be the duty of the directors to:

(a) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) the Superintendent shall appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties, if any, of all officers, agents and employees of the corporation;

(c) the board shall supervise the Superintendent who reports to the board and the board shall fix the compensation, if any, of all officers, agents and employees of the corporation;

(d) meet at such times and places as required by these Bylaws; (e) register their addresses with the Secretary of the corporation, and notices of meetings

mailed or otherwise transmitted to them at such addresses shall be valid notices thereof. (f) Attend at least (3) scheduled board meetings consecutively and a total of no fewer than

(8) scheduled board meetings annually or be presumed to be removed from the board unless otherwise determined by the board.

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(g) Be present on-campus at least two times annually outside of board meetings. SECTION 5. TERM OF OFFICE Each director shall hold office for a period of three years per term until his or her successor is elected and qualifies. Each year, one third of the authorized number of directors shall be elected to serve on the board of directors. Directors shall be elected with the following backgrounds to offer designated areas of expertise as follows:

• Parent (Parent or guardian of a currently enrolled student). • Teacher Representative(Teacher representative selected by the staff) • Legal (attorney, judge, or individual with law degree) • High Education (professor, or administrator from a local college or university) • Charter or ISD system (principal, teacher, counselor) • Community (individual who has held elected office or a non-profit leader) • Business (successful business owner/manager or corporate executive) • At large (individual who is brings a unique expertise to the board)

Each of the nine directors may be elected to serve two consecutive terms, with one year rotation off before being considered for re-election with the exception of the parent and teacher representative. The teacher representative term is limited to one two-year term with a one year absence before being considered for re-election. The parent representative term is limited to a one year term with a one year absence before being considered for re-election. SECTION 6. COMPENSATION Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. SECTION 7. PLACE OF MEETINGS Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors. SECTION 8. REGULAR MEETINGS The Board shall hold a regular meeting once per month on a day and time agreed upon by majority decision of the Directors. If this corporation makes no provision for members, then, at the regular meeting of directors held on the third Tuesday of July each year, directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot or by individual voice vote. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the Board. SECTION 9. SPECIAL MEETINGS

4 Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Secretary, by any two directors, or if different, by the persons specifically authorized under the laws of the State of Texas to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. SECTION 10. NOTICE OF MEETINGS Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

(a) Regular meetings: 72 hours publicly posted notice need be given of any regular meetings of the Board of Directors.

(b) Special meetings: at 72 hours prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, or by any electronic means and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of a facsimile or email notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by return message or telephone call within twenty four hours of the first facsimile or email transmission.

(c) Waiver of notice: whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 11. QUORUM FOR MEETINGS A quorum shall consist of 5 of the members of the Board of Directors or by majority of the total current board membership. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. SECTION 12. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 13. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the President of the Board, or in his or her absence by the Vice President of the Board or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Board shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors.

5 SECTION 14. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the President, the Vice President, or the Secretary of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Texas. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office. SECTION 15. NON-LIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Texas. SECTION 17. INSURANCE FOR CORPORATE AGENTS Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 4 OFFICERS

SECTION 1. DESIGNATION OF OFFICERS The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. SECTION 2. QUALIFICATIONS

6 Any Board member may serve as officer of this corporation with exception of designated board members (faculty member/parent). SECTION 3. ELECTION AND TERM OFFICE Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office for one year or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The number of terms per office is limited to 3 consecutive terms with the exception of the Treasurer who may serve 6 consecutive years as an officer within the two term board appointment. SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. SECTION 5. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. SECTION 6. DUTIES OF PRESIDENT The President shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 7. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY

7 The secretary shall: Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors. SECTION 9. DUTIES OF TREASURER The treasurer shall undertake the following or as directed by the Board of Directors oversee the CFA of the corporation in the following: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

8 Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. Render to the President and directors, whenever requested, an account of any or all of the corporation’s transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors. SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

ARTICLE 5 COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of two or more persons, all of whom are directors, and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided by provisions of law. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the board. These committees may be standing or ad hoc as directed by the Board. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors,

9 with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in the Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 7 CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office:

(a) Minutes of all meetings of directors, committees of the Board and, if this corporation has member, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

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(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTORS’ INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law. SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. SECTION 5. PERIODIC REPORT The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Texas or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

ARTICLE 8 IRC 501 (C)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Not withstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code. SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its member, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services

11 rendered and to make payments and distributions in furtherance of the purposes of this corporation. SECTION 3. DISTRIBUTION OF ASSETS Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Texas. SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS In any taxable year in which this corporation is a private foundation as described in Section 509 (a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self dealing as defined in Section 4941 (d) of the Internal Revenue Service Code; (3) shall no retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

ARTICLE 9 AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of laws, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

ARTICLE 10 CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of the State of Texas and used to establish the legal existence of this corporation.

12 All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF AMENDED BYLAWS

We, the undersigned or as noted by attendance in Board minutes, are all of the current directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing amendments to the original Bylaws, consisting of ten (10) preceding pages, as the Bylaws of this corporation. All deletions/changes are indicated in underlined italics – with additions/amendments in bold print. Changes are approved as noted in the Board minutes for November 17, 2005. J. Clay Sawyer, M.D., President Dr. Ted Talbot, Vice president Donald Schneider (Trey Schneider), CPA, Treasurer Carol Melis, Secretary

Mildred Ballou, member Vernon Cook, member Les DuPuy, member Carson Hoge, member Crystal Robinson, member


We, the undersigned or as noted by attendance in Board minutes, are all of the current directors or incorporators of this corporation, and we consent to, and hereby do adopt the foregoing amendments to the original Bylaws, consisting of ten (10) preceding pages, as the Bylaws of this corporation. Changes are approved as noted in the Board minutes for June 23, 2011. Trey Schneider Harold Rafuse Dianne Sawyer

Jeff Burchfield Kevin Wilson


We, the undersigned or as noted by attendance in Board minutes, are all of the current directors or incorporators of this corporation, and we consent to, and hereby do adopt the foregoing amendments to the original Bylaws, consisting of ten (10) preceding pages, as the Bylaws of this corporation. Changes are approved as noted in the Board minutes for June 25, 2013. Harold Rafuse, President Dianne Sawyer, Secretary Nancy Logan, George Suhm

Chris DeCluitt Gil Beckham Aiyana Henry Kevin Wilson


2 We, the undersigned or as noted by attendance in Board minutes, are all of the current directors or incorporators of this corporation, and we consent to, and hereby do adopt the foregoing amendments to the original Bylaws, consisting of ten (10) preceding pages, as the Bylaws of this corporation. Changes are approved as noted in the Board minutes for July 23, 2015.

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