The Fenton Charter Public Schools Board of Directors
As independent charter schools, the Fenton Charter Public Schools are operated by its nonprofit public benefit corporation and is a separate legal entity which is solely responsible for the debts and obligations of the group of schools under the Fenton umbrella.
The Fenton Charter Public Schools adhere to a Conflict of Interest Policy approved and recognized by the Los Angeles County Board of Supervisors, and all board meetings, agendas and dealings follow all provisions of the Brown Act.
The Fenton Charter Public Schools is governed by the Board of Directors in accordance with its adopted corporate bylaws which are consistent with the five approved charters of the Fenton schools.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws, the corporation’s activities and affairs are managed, and all corporate powers are exercised, by or under the direction of the Board of Directors. Without prejudice to the general powers set forth above, but subject to the same limitations, the Board of Directors has the power to:
a. Appoint and remove, at the pleasure of the Board of Directors, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
b. Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in California within the boundaries of Los Angeles Unified School District for holding any meeting of members within the geographic area of the schools it serves.
c. Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
d. Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.
In addition to the duties listed above, the Board’s roles and responsibilities include, but are not limited to, the following:
- Hire, supervise, evaluate, discipline, and dismissal of the administrator of the Charter School;
- Hire, promote, discipline and dismiss all employees of the Charter School after consideration of a recommendation by the Executive Director;
- Approve all contractual agreements;
- Approve and monitor the implementation of general policies of the Charter School. This includes effective human resource policies for career growth and compensation of the staff;
- Approve and monitor the Charter School’s annual budget and budget revisions;
- Act as the fiscal agent. This includes, but is not limited to, the receipt of funds for the operation of the Charter School in accordance with applicable laws and the receipt of grants and donations consistent with the mission of the Charter School (e.g., monthly review of profit and loss statement, balance sheet, cash flow analysis, and revenue statement; review of interim reports, unaudited actuals and final audit; review and approval of initial and final annual budget, and any budget revisions);
- Contract with an external independent auditor to produce an annual financial audit according to generally accepted accounting practices;
- Establish operational committees as needed;
- Regularly measure progress of both student and staff performance;
- Involve parents and the community in school related programs;
- Execute all applicable responsibilities provided for in the California Corporations Code;
- Engage in ongoing strategic planning;
- Review request for out of state or overnight field trips;
- Approve the school calendar and schedule of Board meetings;
- Participate in the dispute resolution procedure and complaint procedures when necessary;
- Approve charter amendments as necessary and submit requests for material revisions as necessary to the District for consideration;
- Approve annual independent fiscal audit and performance report;
- Appoint an administrative panel for recommended student expulsions and hear expulsion appeals.
The Board may initiate and carry on any program or activity or may otherwise act in a manner which is not in conflict with or inconsistent with or preempted by any law and which are not in conflict with this charter or the purposes for which schools are established.
The Board may execute any powers delegated by law to it and shall discharge any duty imposed by law upon it and may delegate to an employee of the Charter Schools any of those duties with the exception of budget approval or revision, approval of the fiscal audit and performance report, and the adoption of Board policies. The Board, however, retains ultimate responsibility over the performance of those powers or duties so delegated. Such delegation will:
- Be in writing;
- Specify the entity designated;
- Describe in specific terms the authority of the Board of Directors being delegated, any conditions on the delegated authority or its exercise and the beginning and ending dates of the delegation; and
- Require an affirmative vote of a majority of Board members.
Executive-level employees include the Chief Executive Officer and Chief Operating Officer, none of whom serve on the Board.
The Executive Director is the general manager of the corporation and supervises, directs, and controls the corporation’s activities, affairs, and officers as fully described in any applicable employment contract, agreement, or job specification. The Executive Director has such other powers and duties as the Board of Directors or the bylaws may require.
The CAO serves as the Chief Academic Officer and Superintendent of the Fenton Charter Public Schools and is responsible for both sustaining and improving the culture of high academic excellence and school improvement. The CAO has direct accountability for the academic performance of all schools, and provides leadership and expertise for curriculum, instruction, and school improvement.
The Chief Academic Officer also does the following: (a) serves as the instructional leader of FCPS; (b) communicates with the FCPS board regarding instructional decisions, materials, research, and seeks out opportunities for improvement; (c) decides or guides courses of action in instructional policy decisions, utilizing year-to-year performance data to support course of action; (d) oversees all curricular and instructional matters including decisions regarding hiring of instructional staff, purchasing of materials and resources for the classroom, and all matters related to instructional compliance.
The Financial Business Manager keeps and maintains, or causes to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The FBM sends or causes to be given to the Board such financial statements and reports as are required to be given by law, or as requested by the Board. The books of account are open to inspection by any board member at all reasonable times.
The FBM also does the following: (a) deposits, or causes to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board of Directors may designate; (b) disburses the corporation’s funds as the Board of Directors may order; (c) renders to the Executive Director, Chairman of the Board, and the Board, when requested, an account of all transactions of the Financial Business Manager and of the financial condition of the corporation; and (d) has such other powers and performs such other duties as the Board, contract or job specification, may require.
Governing Board Composition and Member Selection
The FCPS Board maintains at least five (5), but no more than eleven (11) directors at all times. The Board composition includes community representatives (the majority) and one to three parent representatives from FCPS schools. Each director holds office, unless otherwise removed from office, in accordance with the approved bylaws for two (2) years and until a successor director has been designated as described below. Directors may be nominated by an ad hoc Nominating Committee for an additional two-year term when their terms expire and Directors are staggered.
Yearly, the Chairman of the Board of Directors appoints a committee to designate qualified candidates for election to the Board of Directors at least thirty (30) days before the date of any designation of directors. The nominating committee recommends a list of all candidates and the board reviews and votes to approve new members at the next regularly scheduled meeting.
Qualifications for all directors are generally the ability to attend board meetings, and a willingness to actively support and promote Fenton Charter Public Schools. The Board as a whole includes members of the community who reflect the broad base of public support for the corporation. Community members are sought who have strong ties and recognition in the local community through volunteer activities, philanthropy, public employment, or local business. Board members have experience in one or more of the following areas: education, government, law, business, finance/accounting, fundraising, facilities, or public relations.
No person serving on the Board of Directors may be an interested person. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.
Governance Procedures and Operations
The FCPS Board of Directors meets regularly, at least eight times during the school year and in accordance with the Brown Act. All directors are designated at the corporation’s annual meeting of the Board of Directors, which is held in the second month of the new school year. Meetings are held at one of the FCPS school sites on a rotating basis, unless otherwise scheduled by the Board of Directors. The schedule of regular meetings for the upcoming school year is determined by the board at the last meeting of the school year.
A majority of the directors then in office shall constitute a quorum. If a quorum is present, the affirmative vote of the majority of Directors present at the meeting voting on any matter shall be a decision of the Board of Directors. Should there be fewer than a majority of the directors present at any meeting, the meeting shall be adjourned. Directors may not vote by proxy.
Members of the Board of Directors may participate in teleconference meetings so long as all of the following requirements in the Brown Act are complied with:
a. At a minimum, a quorum of the members of the Board of Directors shall participate in the teleconference meeting from locations within the boundaries of the school district in which the Charter School operates;
b. All votes taken during a teleconference meeting shall be by roll call;
c. If the Board of Directors elects to use teleconferencing, it shall post agendas at all teleconference locations with each teleconference location being identified in the notice and agenda of the meeting;
d. All locations where a member of the Board of Directors participates in a meeting via teleconference must be fully accessible to members of the public and shall be listed on the agenda;
e. Members of the public must be able to hear what is said during the meeting and shall be provided with an opportunity to address the Board of Directors directly at each teleconference location; and
f. The agenda shall indicate that members of the public attending a meeting conducted via teleconference need not give their name when entering the conference call.
The Charter School shall comply with the Brown Act, including, but not limited to, posting of agendas in a public location at least 72 hours in advance of regularly scheduled meetings, provision for public comment at Board meetings, and publishing and posting of minutes in a public location.
The Charter School has adopted a Conflict of Interest Code that complies with the Political Reform Act, LAUSD’s interpretation of Government Code Section 1090, Corporations Code conflict of interest rules, and which shall be updated with any charter school specific conflicts of interest laws or regulations. As required, the Conflict of Interest Code has been submitted to the County Board of Supervisors for approval.
The Charter School Board of Directors will attend an annual in-service for the purposes of training individual board members on their responsibilities with topics to include at minimum Conflicts of Interest, and the Brown Act.