School of Arts and Sciences
Chapter 2: Governance
2.1 Purpose of the Foundation
The Foundation of the School of Arts and Sciences (SAS) is a not-for-profit corporation
organized in the State of Florida and domiciled in Tallahassee, Florida. It is organized
exclusively for educational and scientific purposes, including, for such purposes, the
making of distributions to organizations under Section 501 (c) (3) of the Internal Revenue
Code (or the corresponding section of any future Federal tax code).
More specifically, its purpose is to develop, manage and operate the School of Arts and
Sciences, a public charter school established in conformance with Section 228.056,
Florida Statues by vote of the Leon County School Board in Leon County, Florida on
April 7, 1998.
2.2 Responsibilities and Authority of the Board of Directors
The business of the School of Arts and Sciences Foundation shall be managed and its
corporate powers exercised by the Board of Directors. The Board is the highest authority
at the School of Arts and Sciences. However, that authority is exercised as a group, not
The role of the Foundation Board is to serve as oversight for the School of Arts and
Sciences. This role includes the following duties:
1—Ensuring Good School Management
The Board is responsible for ensuring that the school is well-managed. In this
role, the Board hires the Principal who serves as the chief administrator of the
school. This hiring duty includes the negotiation of a contract, an annual
evaluation, and decisions regarding the continuation or termination of the
Principal at the end of each contract period or for serious offenses stated in the
The Board is responsible for ensuring that the school is financially healthy. In
this role, the Board reviews monthly financial statements and approves the annual
budget and amendments to it throughout the year. The Board also determines the
yearly compensation of all school employees.
A primary function of the Board is to establish policies. The Board makes and
amends policy for the school in accordance with the SAS decision-making
In its oversight role, the Board decides on the annual compensation and benefits
granted to school employees. 5—Physical Plant
The Board oversees the purchase or construction of all new school facilities. It
also grants approval for major renovations needed to enhance the educational
The Board works to locate additional funding for the school beyond the public
funding received from the state and federal government.
2.2 Linkage to School Operations
The Board’s connection to the day-to-day operations of the school is through the school
Principal. The Principal shall serve as the Chief Administrator of the School of Arts and
Sciences and the Executive Director of the Corporation. The Principal shall be selected
by and report to the Board of Directors. The Principal shall participate in all board
meetings, but is not a member of the Board and shall not vote on any matters before the
2.3 Organization of the Board
2.31 Number of Directors. There may be up to thirteen (13) members of the
Board of Directors. If the number of board members drops to seven (7) or fewer
members, there will be a special election mid-year to fill the empty seats.
2.32 Term of Office. Board members are elected for a term of three years.
These terms are staggered to ensure that no more than one-third of the Board is
new at any one time. Board positions expire at midnight on June 30th of the
appropriate year. Board members can run for re-election for up to three
2.33 Qualifications. Candidates for the Board of Directors must be at least 21
years old. No more than one-half of the Board can be parents or family members
of current students. No more than one member of a family can serve on the Board
at the same time.
2.34 Board Elections. Those wishing to run for openings on the Board of
Directors will submit applications to the Nominating Committee in the spring.
The Nominating Committee is made up of four members of the Board of
Directors appointed by the BOD Chair and three members (a parent, a teacher,
and a student) appointed by the School Advisory Council in accordance with the
procedure adopted by SAC. The BOD Chair will designate one of the four board
members as the Chair for the Nominating Committee. The Nominating
Committee will review the applications and interview the applicants. A majority
vote by the members of the Nominating Committee will determine which
applicants will be recommended to the Board. Directors are chosen by a majority
vote of the Board after considering the recommendations of the Nominating
2.35 Vacancy. Vacancies in the Board of Directors occasioned by resignation,
death, or removal shall be filled during the regular election cycle unless the Board
of Directors votes to use the above nominating process mid-year or unless the
number of board members drops below eight.
2.4 Officers of the Board of Directors
Chair. The Foundation Board of Directors shall have a chair who shall be elected
by the directors, who shall be a director, and who shall serve for one year until a
successor is chosen by the Board of Directors. The Chair shall organize the
meeting agenda and preside at all meetings of the Board of Directors.
Vice Chair. The Foundation Board of Directors shall have a Vice Chair who
shall be elected by the directors, who shall be a director, and who shall serve for
one year until a successor is elected by the Board of Directors. The Vice Chair
will serve as the Chair in the absence or inability of the Chair to serve.
2.5 Corporate Officers
Chair of the Board of Directors.
Vice Chair of the Board of Directors.
Executive Director/Principal. The Principal shall serve as the Chief
Administrator of the School of Arts and Sciences and the Executive Director of
the Corporation. The Principal shall be selected by and report to the Board of
Directors. The Principal shall participate in all board meetings, but is not a
member of the Board and shall not vote on any matters before the Board.
Corporate Secretary. The school’s Assistant Principal will serve as the
Corporate Secretary for the Board and the Registered Agent of the Corporation.
The Corporate Secretary shall maintain and authenticate all of the foundation’s
records including the seal, ensure the recording of all the minutes of all the
meetings of the Board of Directors, and shall perform other duties as prescribed.
The Corporate Secretary is not a member of the Board and shall not vote on any
matters before the Board.
2.6 Board Meetings
Regular Meetings. Regular meetings of the Board of Directors shall be monthly
during the school year (August-May) with the exception of December. The time
and place of the monthly meeting will be decided by the Board of Directors and
publicized according to Government in the Sunshine rules. Directors are expected
to attend all board and assigned committee meetings. Directors are permitted to
miss no more than four meetings of the board during a one-year time span from
August to August, or their seat will become vacant. Directors should notify the
Board Chair prior to a meeting if they are unable to attend.
Special Meetings. Special meetings of the Board of Directors may be called by
the Chair, or in her/his absence, the Vice Chair or, in the absence of both the
Chair and Vice Chair, by the Principal and one other director.
Voting. Each director is entitled to one vote on each motion before the Board.
Quorum. Nothing can be voted on by the Board of Directors unless there is a
quorum of fifty-one percent (51%) of the directors entitled to vote. Honorary
Board members, since they have no vote, do not count toward achieving a
2.7 Board Committees
The Chair of the Board of Directors will appoint various standing and ad-hoc
committees that are deemed necessary for the effective operation of the
Foundation. The membership of such committees may include both directors and
non-directors as selected by the Chair; however, any such committees must be
chaired by a member of the Board of Directors.
2.8 School Board Rules
2.81 Conflict of Interest. Directors and Officers shall be subject to the same
requirements of Chapter 112, Florida Statues, as Leon County School Board
members relating to financial disclosure and shall furnish a complete set of
fingerprints which shall be processed pursuant to Section 231.02, Florida Statues.
In the case of a conflict of interest, or problem revealed by a background check,
the affected director may be removed from the Board.
2.82 Conduct of Board members on campus. While it is appreciated when
Board members volunteer on campus, all Board members are under the direction
and supervision of the staff when volunteering on campus. Individual Board
members must refrain from interfering in the operations of the school.
Specific actions that are inappropriate for individual Board members are:
1—Interfering with personnel issues.
Individual Board members must not be involved in personnel issues on campus
other than as members of the Board’s Personnel Committee who will work as a
group, not as individuals, to develop personnel policies.
2—Undermining the leadership of the Principal.
Board members must refrain from attacking, publicly criticizing, organizing
against, or undermining the authority of the Principal with students, parents, or
3—Directing the staff.
Board members must refrain from directing office staff or teachers to do tasks that
have not been approved by the Principal in advance.
2.83 Removal of a Director for Cause. Consistent with 29 U.S.C. 1512 (f) and
upon the affirmative vote of two-thirds (2/3) of the Board of Directors at a
properly called meeting, a director can be removed from office before the
expiration of her/his term for cause.
For purposes hereof, ―cause‖ shall be defined as:
1 - Conviction of a crime involving moral turpitude or dishonesty;
2 - An intentional and flagrant violation of the rules, policies, or procedures of the
3 - Any conduct which two-thirds (2/3) of the Board of Directors determines to be
significantly detrimental to students, programs, or activities of the Foundation
and/or the School of Arts and Sciences; or
4 – Missing four board meetings without notifying the board chair or school
within the course of one year.
Before any final vote is taken by the Board on the question of removal of a
director, such member shall first be advised in writing of the alleged cause for
which her/his removal is sought not later than fifteen (15) days prior to the Board
meeting at which such final action is to be taken. At such a meeting, the director
sought to be removed shall be afforded the opportunity to be heard.
2.9 Board Advisory Group
Several groups of stakeholders serve as advisory groups to the School. These groups can
recommend policies to the board through the principal or the School Advisory Council.
(See the Decision-making Chart)
2.91 School Advisory Council. The School Advisory Council (SAC) is the
constituent advisory council to the Board. SAC is composed of three teachers,
three students, three parents, and one board member. SAC members are elected
from the constituency that they represent. A teacher will be elected by SAC as
Chair. The Chair will develop agendas and facilitate meetings.
SAC is responsible for the following things:
1—Working with the Principal to write and monitor a School Improvement Plan
each year to be submitted to the Board of Directors for approval,
2—Participating in the SAS decision-making process by recommending actions to
the Board of Directors,
3—Choosing three members to serve on the Nominating Committee which will
make a recommendation about who should be elected to the board,
4—Approving the expenditure of school recognition money when the school is
designated as an A+ School, and
5—Any other duties required by state law or designated by the Board of
2.10 Decision-Making Process
(See Decision-Making Chart in the “Documents” section of the website.)