CLLC/CLAC|By-Laws

The Creating Landscapes Learning Center Inc.(CLLC)
By-Laws
August 23, 2011

Article I
Name, Form, and Offices

Section 1.1 Name. The name of the corporation shall be The Creating Landscapes Learning Center Inc.

Section1.2 Form. The Corporation is a nonprofit corporation incorporated under the laws of the Commonwealth of Pennsylvania upon a nonstock basis.

Section 1.3 Offices. The principal and registered office of the Corporation is located at 596 Chestnut Street in Meadville PA 16335 and at such other locations as may be approved by the Board of Directors from time to time.

Section 1.4 Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30, or on such other date as may be fixed by resolution of the Board of Directors.

Article II
Purposes and Operation

Section 2.1 Purposes. The purpose for which the Corporation is organized and shall be operated is exclusively charitable, scientific or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and are more fully set forth in the Corporation’s Articles of Incorporation as follows:

(i) To create, facilitate and nurture intergenerational, interdisciplinary, and holistic learning experiences/programs/communities that cultivate in learners greater capacity for critical thinking, imaginative expression, aesthetic awareness and collaborative enterprise.
(ii) To foster understanding of the role played by nutrition and healthy food choices in both academic performance and emotional well-being.
(iii) To maintain a non-profit, interracial, non-sectarian cooperative association of all participants. To such an end, it is essential that all members of the learning programs indicate a willingness to cooperate actively in the furtherance of the aims implied within.

Article III
Membership in the Corporation

Section 3.1 Members. Any learning venue that demonstrably subscribes to the Creating Landscapes philosophy of learning and teaching (See Appendix A) is eligible to apply for membership to The Creating Landscapes Learning Center Incorporated. Membership is granted by approval of two-thirds (2/3) of the board of directors. The Education Director of a learning venue may be invited to sit on the Corporation’s Board of Directors. Members may hold elective or appointive offices on the Corporation’s Board of Directors. The membership, the provision of services, admission of participants will be made without regard to race, color, religion, handicap status, national origin, age, sex or sexual orientation.

Section 3.2 Responsibilities of Membership. Participating membership of the individual learning venues will continue as long as the member remains in good standing by sharing corporate fees and supporting the Corporation’s evolution as time and talents is needed.

Article IV
Governing Body – Board of Directors

Section 4. I Authority. The affairs of the Corporation shall be under general direction of the Board of Directors (the “Board”) and its officers who shall administer, manage, preserve and protect the assets, if any, of the Corporation.

Section 4.2 Composition of Board. The governing body will consist of at least eight (8) and no more than sixteen (16) directors as follows: Chairman of the Board of Directors, Treasurer, Secretaries (Corresponding Secretary and Recording Secretary, Development Coordinator, and Public Relations Coordinator. The Educational Director of each board-approved learning venue member may be invited to sit on the board as a voting member.

Section 4.3 Terms of Office. Each Board director, hereinafter “director,” shall be appointed for a term of three (3) years and shall serve until his or her successor has been duly appointed and qualified. Staggered terms, with no limits on the number of terms served, will be established to ensure continuity and support institutional memory.

Section 4.4 Designation of Alternate Members of the Board. Any director may designate an alternate to participate and vote at a meeting of the Board or any Committee, by prior notice to the Chair in writing.

Section 4.5 Vacancies.

a. A position on the Board shall be considered vacant for any of the following reasons:

(i) Death or disability; or
(ii) Voluntary resignation; or
(iii) Refusal of the board member to accept responsibilities, demonstrated for example by missing three (3) consecutive meetings without notice or without reasonable cause.
(iv) Failure of the Director to maintain the office or position which qualified him or her to serve as Director, i.e., a director appointed under Section 4.2 hereinabove who is no longer associated with the institution by which he or she was appointed.

b. Vacancies by board members who are not representing learning venues will be filled by board members.

c. Vacancies occurring from Learning Venues will be filled by the Learning Venue. Vacancies on the Board by death, resignation, refusal to accept responsibilities or otherwise shall be filled by appointment by the person or persons authorized by these bylaws to make the appointment to the directorship which becomes vacant, upon recommendation of the entity represented by the departing director. Each director appointed to fill a vacancy shall serve for the remainder of that vacant term and until his or her successor is duly appointed and qualified and takes office.

Section 4.6 Compensation. No compensation shall be paid to any director for his or her services or expenses as a director but, at the discretion of the Board, a director may be reimbursed for certain travel and actual expenses necessarily incurred in attending meetings and performing other duties on behalf of the Board.

Section 4.7 Meetings. The Board will meet at a minimum semi-annually. One of these meetings shall be the annual meeting of the Board, which shall be the first Saturday of June of each year or at such other time the Board may determine by resolution. At its June meeting, officers will be elected and committees (as needed) will be established. Officers and committees will be reviewed annually and replaced and/or revised as needed. Special meetings may be called at any time by the Chairperson of the Board or at the written request of a number of directors constituting a quorum of the directors then in office. All meetings of the Board shall be held at such place as designated by the Board from time to time and shall be open to the public, unless the Board decides by majority vote to hold an executive session, for example, for the following or like reasons:

a) To consult with legal counsel or other professional advisor;
b) To consider a confidential proposal from another entity, for example, having to do with contract negotiations, real or personal property, grounds, or a prospective Learning Venue;
c) To discuss personnel matters.

4.8 Quorum. At all meetings of the Board, the presence of a majority of the voting directors in office shall constitute a quorum. Directors shall be deemed present at any meeting if a telephone or similar communication device, by means of which all persons participating in the meeting can hear each other at the same time, is used. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Presence of a director’s alternate will be used to fulfill the required meeting quorum. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Written notice of any such adjourned meeting shall be given to the directors who are not present at the time of adjournment.

4.9 Voting. Each director shall be entitled to one vote on each matter submitted to a vote of the Board, and a simple majority of the board will constitute approval of any matter voted upon by the board unless otherwise provided herein.

4.10 Notices. Written notice of the time and place of all Board meetings shall be sent to all directors at least three (3) days in advance of the date thereof. For special meetings, the notice also will state the general nature of the business to be transacted.

4.11 Conflict of Interest. The Corporation shall adopt a conflict of interest policy, which shall require a director to disclose any actual or potential conflict between a director’s personal interests and his or her duty to the Board. Any director deemed by the Board pursuant to its conflict of interest policy to be disqualified because of an actual or apparent conflict of interest on any matter shall not vote or use personal influence on the matter. The minutes of the meeting shall reflect that a disclosure was made.

4.12 Resignation. If a board member resigns during term, the Chairperson will appoint a nominating committee which will meet and make a nomination for the vacant position.

4.13 Minutes: Annual Report. The Corporation shall maintain complete and accurate minutes of all meetings and other formal proceedings of the Corporation. An annual report shall be prepared and shall be filed with the minutes of the annual meetings of the Corporation.

Article V
Officers

Section 5.1 Enumeration. The officers of the Board shall consist of the Chairperson, Treasurer, Corresponding Secretary and Recording Secretary, Development Coordinator, and the Public Relations Director.

Section 5.2 Election: Term of Office. All officers shall be nominated by the Nominating Committee, or by the Executive Committee acting on their behalf, and shall be elected by the Board at the Annual meeting of the Board. Each officer shall hold office for a term of three (3) years and until such officer’s successor has been duly elected and qualified.

Section 5.3 Vacancies. Any vacancy shall be filled by the Board. The Chairperson may, however, fill vacancies in the office of Secretary, or Directors of Development and Public Relations for the period ending upon the date when such vacancy is filled by the Board.

Section 5.4 Chairperson. The Chairperson of the Board is responsible for articulating, maintaining, and sustaining the vision and integrity of the corporation. The Chairperson is also responsible for collaborating with the Educational Director of each learning venue to ensure that the learning and teaching philosophy of Creating Landscapes is implemented and maintained. The Chairperson also will represent the Corporation in the community. The Chairperson will preside at all meetings; will serve on the Executive Committee; will appoint the chairman of all committees authorized by the Board of Directors where such chairmanship is not an elective office; may call special meetings and will be ex-officio with the right to vote as a member of all standing committees. It will be a primary function of the Chairperson to coordinate the policies of the Board of Directors with the needs of the learning venues (LV) as articulated by each LV Education Director.

Section 5.5 Treasurer. The Treasurer will oversee the financial records for the corporation and will co-chair the Finance Committee.

Section 5.6 Secretaries. The Corresponding Secretary will discharge the general duties of correspondence of this office, such as thank-you notes and other forms of written communication as designated by the Chairperson. The Corresponding Secretary will also serve as the historian of the corporation. The Recording Secretary will record and distribute all meeting minutes and for any special meetings except for executive sessions, which shall be maintained in a sealed envelope with the corporate records. The Recording Secretary will maintain a record book in which will be included the certificate of incorporation and will have available and readily accessible at all meetings a current and complete copy of the by-laws. The Recording Secretary also will serve as the chairperson of the by-laws committee.

Section 5.7 Development Coordinator. The Development Coordinator will work with the Educational Directors and a financial representative from each learning venue to ensure and oversee financial opportunities, growth and stability of learning venues. The Development Coordinator will co-chair the finance committee and serve on the Strategic Planning Committee.

Section 5.8 Public Relations Coordinator. The Public Relations Coordinator, in coordination with the Executive Committee, plans involvement with community events, and assists in all advertising, website, and marketing efforts.

Section 5.9 Other Officers. Any other officers shall have such responsibilities and perform such duties as may be prescribed by the Board from time to time.

Article VI
Committees

Section 6.1 Executive Committee.

a) Composition. This committee will consist of the Board Chairperson, Treasurer, Development Coordinator, and Educational Director of the Learning Venues who sit on the board, and the Recording Secretary.
b) Purpose. In the event there is a lack of a quorum, the Executive Committee has the ability to make decisions binding on the board. All decisions require a unanimous Executive Committee vote to pass. Board members will be informed in writing of the decision sent by US mail, postage prepaid within 72 hours.

Section 6.2 Finance Committee.

a) Composition. This committee shall be comprised of at least five individuals: 1) Treasurer, 2) Chairperson, 3) Development Coordinator, 4) LV Directors, and 5) the chief fiscal officer of each LV.
b) Purpose. The purpose of the Committee is to review and monitor in a proactive fashion the corporation’s financial status and the financial status of each learning venue. For each learning venue an income statement, a balance sheet, and a cash flow statement will be issued to the Creating Landscapes Learning Center Inc. Board of Directors quarterly.

(i) The Committee shall ensure that an independent audit is performed by a CPA for each learning venue as needed.
(ii) The Committee shall have the power to convene as necessary to investigate and address any financial concerns and/or problems. If any staff member or Board member has a concern about the Corporation’s or any LV’s financial status, that concern shall be immediately reported to the Finance Committee.

Section 6.3 Strategic Planning Committee.

a) Composition: This committee will consist of the Chairperson of the Board, the Development Coordinator and the Educational Director of each LV. The Development Coordinator will serve as the chairperson of the strategic planning committee.
b) Purpose: This committee will develop long-term goals, new ideas, and plans that will benefit and serve in the Corporation’s best interest.

Section 6.4 Bylaws Committee.

a) Composition: Chairperson, Educational Director of LVs and Recording Secretary
b) Purpose: The bylaws of the Corporation will be reviewed annually by the bylaws committee. After receiving the recommendations of the committee regarding the bylaws, the Board shall review the committee’s recommendations, if any, and accept bylaw amendments by two-thirds approval.

Section 6.5 Personnel/Nominating Committee.

a) Composition: This committee includes, at a minimum, the Chair, Recording Secretary, and at least one at-large member (not a learning venue director).
b) Purpose: The purpose of the committee is to nominate the Board of Directors, Corporation officers and Board committees, both standing and ad hoc. Additionally, this committee shall review personnel issues and make recommendations for the review and approval of the Board of Directors.

Article VII
Personal Liability of Directors

Section 7.1 Directors’ Personal Liability. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, except for illegal and intentional wrong doing, provided however that this provision shall not eliminate or limit the liability of a director to the extent that such elimination of liability is expressly prohibited by the Pennsylvania Nonprofit Corporation Law of 1988, or such other provision as may be in effect at the time of the alleged action or failure to take action by such director.

Section 7.2 Officers’ and Directors’ Insurance Policy. The Corporation will maintain an Officers’ and Directors’ (D&O) Insurance policy.

Article VIII
Records

Section 8.1 Books and Records. This corporation will keep correct and complete books and records of account and will keep minutes of the proceedings of it Board and its Committees. The Corporation will keep at its registered office the original or a copy of its bylaws including amendments to date certified by the Recording Secretary of the Corporation.

Section 8.2 Tax Records. The Corporation shall maintain at its principal office a copy of its application for exemption and all tax returns filed with the Internal Revenue service. Such documents shall be made available during regular business hours for inspection by any person requesting to see them. These records shall be in the possession of the Corporate Treasurer with copies made available to the Chairperson.

Article IX
Amendments and Dissolution

Section 9.1 Amendments. The bylaws of the Corporation shall be made, altered, amended and repealed by the Board only upon the Board’s adoption of a resolution approved by at least two-thirds of the members of the Board at which a quorum is present. An amendment of the bylaws shall not be considered and voted by the members unless the same has been previously submitted to the Board, and the Board authorizes submission of the proposed amendment for consideration.

Section 9.2 Dissolution. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to an entity then qualified under the provisions of Section 501 (c)(3) of the Code and its regulations as they now exist or may be amended. Otherwise, upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Code and its regulations as they now exist or may be amended.

Article X
Non-Discrimination Policy

All programs, policies, and services of the Corporation will be administered without discrimination in regard to race, color, religion, national origin, sex, age, sexual orientation, or handicap status.

These Bylaws have been adopted by action of the Board of Directors at a special meeting held on the _____ day of August, A.D. 2011 at Meadville, Pennsylvania.

By _______________________________ Recording Secretary

The Creating Landscapes Learning Center Inc.

Appendix A
Mission

The Creating Landscapes Learning Center Inc. enhances and augments the face of learning for all students in the greater Meadville area of northwestern Pennsylvania. Our educational programs of “serious play” are intergenerational, creative, and interdisciplinary. Thematic explorations are focused towards forming questions, making connections, finding expression, and expanding capacity for aesthetic experience.

The Creating Landscapes Learning Center Inc. comprises three learning venues.

1. Creating Landscapes for Families is the social venue that brings together families of the Crawford Central School District to participate in shared experiences that have the potential to help people feel understood and valued. The grass roots organizational structure is about ownership rather than membership.
2. The Community Garden at Ackerman Farm raises consciousness about: the nutritional and physical value of healthy food; creating community through relationship building and shared commitment to the garden; the inter-related web of living things; why healthy produce and communities matter.
3. The Learning Center: K-4 School, a state licensed independent elementary school, offers two non-traditional multiage classrooms. A diverse school community offers interdisciplinary thematic units and an exploration of creative processes unique to hands on learning experiences.

Landscapes learning is distinctive because it goes beyond traditional dualisms, distinctions, and separations by developing curriculum and pedagogic practices that encourage interconnections: mind and body, feeling and reason, theory and practice, expression and reflection, thinking and doing, self and community, art and science, personal insights and large ideas, town and gown.

Policy 2011-001
Grievance Policy
Ross C. Prather
7/27/2011

1. Purpose. The purpose of the grievance policy is to establish an effective means of communication and resolution of complaints which may arise among employees of the Organization.

2. Definitions.

Grievance – Any unresolved problem of an employee of the Organization concerning the application of the policies, bylaws, rules, regulations, or administrative procedures of the Organization, or of state or federal laws. Any complaint or written statement thereto which does not meet the criteria of this definition shall not be entitled to grievance policy procedure.

3. Procedure.

(1) Supervisor Level Procedure.

Within five weekdays after the occurrence of an act or omission which gives rise to a grievance, the party stating grievance (“Party”) shall indicate to his or her immediate supervisor that he or she is invoking grievance procedure, and thereafter Party and immediate supervisor shall arrange an appropriate time and setting to address the grievance. The meeting shall take place as soon as reasonably possible, and shall include the Party and the immediate supervisor only. The Party shall present clearly and concisely the basis of the complaint and all relevant details, informally and by discussion, to the immediate supervisor.

Within five weekdays of the meeting, the immediate supervisor shall provide the Party with a proposed resolution, in writing. If the immediate supervisor does not, then the Party may proceed to the Personnel/Nominating Committee Level Procedure.

If the Party believes that a meeting with the immediate supervisor is not appropriate, because the immediate supervisor is a substantial factor to the act or omission which is the basis of the grievance, then the Party may seek permission from the Chair of the Personnel/Nominating Committee to bypass the Supervisor Level Procedure and proceed to the Personnel/Nominating Committee Level, which decision shall be entirely at the discretion of the Personnel/Nominating Committee Chair.

(2) Personnel/Nominating Committee Level Procedure. If the Party is not satisfied with the immediate supervisor’s proposed resolution, then he or she may proceed to the Personnel/Nominating Committee Level of procedure by submitting to the Chair of the Personnel/Nominating Committee a written statement, within five (5) weekdays of the Party’s receipt of the immediate supervisor’s proposed resolution, indicating clearly and concisely the basis of the grievance, which shall include all relevant details and circumstances, the parties involved, and the policies, rules or regulations, administrative procedures, or state or federal laws concerned. The Chair of the Personnel/Nominating Committee shall schedule the matter for review at an executive session of the Personnel/Nominating Committee, at which time the Party shall present the grievance. The Party may be assisted by any adult individual whom he or she may wish to have present. The Personnel/Nominating Committee may hear from other parties involved, as deemed necessary. The Personnel/Nominating Committee shall thereafter meet out of the presence of the Party, to determine the proposed resolution.

Within five (5) weekdays of said meeting, the Personnel/Nominating Committee shall provide the Party, in writing, a proposed resolution.

(3) Board Level Procedure. If the party is not satisfied with the Personnel/Nominating Committee’ proposed resolution, then he or she may proceed to the Board Level of procedure by submitting to the Chair of the Personnel/Nominating Committee the same written statement submitted to the Personnel/Nominating Committee, without alteration or modification unless for just cause, within five (5) weekdays of the Party’s receipt of the Personnel/Nominating Committee’s proposed resolution. The Chairperson shall schedule the matter for review at an executive session of the next regularly scheduled Board meeting, at which time the Party shall present the grievance. The Party may be assisted by any adult individual whom he or she may wish to have present. The Board may hear from other parties involved, as deemed necessary. The Personnel/Nominating Committee shall thereafter meet out of the presence of the Party, to determine the proposed resolution.

Within ten (10) weekdays of said meeting, the Board shall provide the Party, in writing, a proposed resolution. The decision of the Board is final.

4. Miscellaneous. All documents, communications and records of the within proceedings shall be kept in a file other than the employee’s personnel file, and shall not be considered a part thereof.

Policy 2011-002
Conflict of Interest Policy

1. Purpose. The purpose of the conflict of interest policy is to protect the Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation.

2. Definitions.

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

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

a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

3. Duty to Disclose. In connection with any actual or possible conflict of interest, a potentially interested person must disclose the existence of the financial interest, either timely, in writing, to the Chairperson of the Board of Directors prior to the authorization of the transaction, or to the governing officer at a meeting where such a transaction is being discussed or approved.

4. Procedure.

(1) The governing officer at a meeting where a transaction involving a conflict of interest is being discussed or approved shall announce the disclosure by the potentially interested party. The potentially interested party shall be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
(2) After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the board or committee members shall decide if a conflict of interest exists.
(3) The interested party may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(4) The board or committee members shall consider any more advantageous transaction or arrangement not involving the conflict of interest or the interested party. In conformity with the above consideration, it shall make its decision as to whether to enter into the transaction or arrangement.

5. Compensation. A voting member of the governing board or of any committee who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. However, such individual shall not be prohibited from providing information to the Board or any committee.

6. Each year every acting board member shall sign a copy of this policy and provide a copy to the recording secretary who shall retain the documents.