Name, Form, and Offices
Section 1.1 Name. The name of the corporation shall be The Creating Landscapes Learning Center Inc.
Section 1.2 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.
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.
Membership in the Corporation
Section 3.1 Members. Any entity that demonstrably subscribes to the Creating Landscapes philosophy of learning and teaching (See Appendix A) is eligible to apply for membership as a Learning Venue in The Creating Landscapes Learning Center Incorporated. Membership shall be granted by approval of two-thirds (2/3) of the board of directors. 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 allow. A member Learning Venue shall only be removed as a member of the corporation by two-thirds (2/3) vote of the board of directors. Each Learning Venue shall abide by and be subject to the corporation’s non-discrimination policy.
Section 3.2 Venue Plans. Each Learning Venue shall establish a Venue Plan. This Plan shall establish the membership, management, goals, action plan, and evaluation procedures of the Learning Venue, to the extent that such Plan is consistent with the by-laws and policies of The Creating Landscapes Learning Center, Inc. Any part of the Venue Plan which is inconsistent with the by-laws, policies or philosophy of The Creating Landscapes Learning Center, Inc., as determined by the board of directors, shall be null and void.
Section 3.3 Learning Venue Leaders. Learning Venue Leaders shall be selected by a simple majority of the board of directors, and may be removed for just cause by a vote of not less than two-thirds (2/3) of the board of directors. Learning venue leaders shall be the party primarily responsible for the direction and performance of the Learning Venue, for communication with and representation to the board of directors, and those operations enumerated at Section 3.5(a). Learning Venue Leaders shall hold a seat on the board of directors, per Section 4.2.
Section 3.4 Learning Venue Councils. While Learning Venue Leaders shall retain authority of and authority over the Learning Venue, individual Learning Venues may, at their discretion, and as provided for by their respective Venue Plan, develop a Learning Venue Council, which shall provide support and guidance as provided in the Learning Venue’s Venue Plan.
Section 3.5 Areas of Authority and Responsibility.
(a) Learning Venues. The Learning Venues shall maintain authority and responsibility over day-to-day operations of the Learning Venue consistent with the mission. In regard to respective venues, the Learning Venue Leader shall ensure that operations shall include, but not be limited to, as follows:
(b) Board of Directors. The board of directors shall set and maintain the Corporation’s vision and mission, and hold authority and responsibility over financial and legal concerns of the Learning Venue. This shall include, but not be limited to:
(c) In any instance where there is disagreement as to whether a matter is within the purview of day-to-day operations (and therefore within the Learning Venue’s authority), or vision/financial/legal concerns (and therefore within the board of director’s authority), then the chair shall determine whether the matter is within the purview of Board or the Learning Venue.
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, whose primary function shall be to administer, manage, preserve and protect the assets, if any, of the Corporation in its entirety.
Section 4.2 Composition of Board. The governing body will consist of at least eight (8) but not more than sixteen (16) directors. Learning Venue Leaders shall hold a seat on the board of directors.
Section 4.3 Terms of Office. Each board 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 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 act with due diligence with regard to assigned responsibilities.
b. Vacancies on the Board shall be filled by the nomination process at the annual meeting, or earlier if determined necessary by the Executive Committee.
Section 4.5 Compensation. No compensation shall be paid to any director for his or her services or expenses as a director; however, a director may be employed by the corporation concomitant to his or her service as a director. 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 4.6 Meetings. The board will meet a minimum semi-annually. One of these meetings shall be the annual meeting of the board, which shall be in June. At its annual meeting, officers will be elected and committees (as needed) will be established. 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. Regular attendance is expected. Missing three consecutive meetings without notice is subject to removal by the board.
Section 4.7 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.
Section 4.8 Voting. A simple majority of the board present will constitute approval of any matter voted upon by the board unless otherwise provided herein.
Section 4.9 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.
Section 4.10 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.
Section 5.1 Enumeration. The officers of the board shall consist of the Chairperson, Treasurer, Recording Secretary and Corresponding Secretary, Development Coordinator, Public Relations Director and Parliamentarian.
Section 5.2 Election: Term of Office. All officers shall be nominated by the Executive Committee and 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. Offices shall be filled by directors only. The Chairperson may, however, temporarily appoint directors for office vacancies until the board appoints a new officer.
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 Leader 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 chairperson of all committees authorized by the board of directors where such chairpersonship 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 and shall create ad hoc committees as needed. 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 Leader.
Section 5.5 Treasurer. The Treasurer will oversee the financial records for the Corporation.
Section 5.6 Recording Secretaries. The Recording Secretary will record and distribute all meeting minutes and for any special meetings except for executive sessions.
Section 5.7 Corresponding Secretary. The Corresponding Secretary will discharge the general duties of correspondence of this office, and will also serve as the historian of the Corporation. The Corresponding Secretary will maintain a record of past minutes.
Section 5.8 Development Coordinator. The Development Coordinator will ensure and oversee financial opportunities, growth and stability of the Corporation. The Development Coordinator will chair the Strategic Planning Committee.
Section 5.9 Public Relations Coordinator. The Public Relations Coordinator, will ensure and oversee promotions, involvement with community events, and direct the visibility of the corporation including advertising, website, and marketing efforts.
Section 5.10 Parliamentarian. The Parliamentarian will provide procedural guidance to the board in the course of deliberation. Such guidance will be consistent with the tradition of “Roberts Rules of Order”. The parliamentarian will ensure procedural consistency in the decision making work of the board. This is an elected office, subject to all other conditions of the other officers. (see Secretaries).
Section 5.11 Other Officers.Positions for other officers may be created by the Chairperson to fill a perceived need. Said officer shall be nominated and serve at the pleasure of the Chairperson.
Section 6.1 Executive Committee.
a) Composition. This committee will consist of the Board Chairperson, Treasurer, and the Recording
b) Purpose. In the event there is a lack of a quorum, the Executive Committee has the ability to make
binding decisions binding on the board. All decisions require a unanimous Executive Committee vote to pass. Directors will be informed in writing sent by means of designated correspondence.
c) Overturning Action. A decision by the Executive Committee may be overturned by a majority vote of
d) the board, which shall be specifically designated as an “overturning action” at the time of the vote. Any action of the Executive Committee overturned by the Board may not be reversed by the Executive Committee unless approved or authorized by a majority vote of the board.
Section 6.2 Finance and Scholarship Committee.
a) Composition. This committee shall be comprised of at least five individuals: Treasurer, Chairperson of the Board, LV Leaders and any other director as assigned by the Chairperson. The committee may appoint sub-committees as needed to further the purposes listed below. Non-board members may serve as sub-committee members.
b) Purpose. The purpose of the Finance and Scholarship 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 required auditing is performed.
(ii) The Committee shall have the power to convene as necessary to investigate and address any financial and scholarship policy concerns. The Finance and Scholarship Committee will deliberate concerns about the financial status of the Corporation or any Learning Venue, including scholarships.
(iii)The Committee shall routinely establish compensation packages for employees.
Section 6.3 Strategic Planning Committee.
a) Composition: This committee will consist of The Chairperson of the Board, The Development Coordinator, The Public Relations Coordinator, The Corresponding Secretary, each Learning Venue Leader, and one other director as assigned by the Chairperson. The Committee may appoint sub-committees as needed to further the purposes listed below. Non-board members may serve as sub-committee members and appointed as needed. 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, including fundraising, that will benefit and serve in the Corporation’s best interest.
Section 6.4 Governance Committee: Bylaws/Membership/Personnel/Nominating
a) Composition: This committee will consist of the Chairperson of the Board, Recording Secretary, Parliamentarian, and at least two additional directors as assigned by the Chairperson. The Committee may appoint sub-committees, as needed to further the purposes listed below. The Parliamentarian will serve as the Chairperson of the Governance Committee.
b) Purpose: This committee shall review and recommend changes to the by-laws, nominate the board of directors and review personnel issues.
Section 6.5 Ad Hoc Committees. From time to time, the Chairperson of the Board shall create and disband committees, and the members thereof, as required.
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 wrongdoing, 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.
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 its Board and its Committees. The Corporation will keep at its registered office the original or a copy of its by-laws 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.
Amendments and Dissolution
Section 9.1 Amendments. The by-laws 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 (2/3) of the members of the board at which a quorum is present. An amendment of the by-laws 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.
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 by-laws 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.