Open Way Learning ByLaws
(As adopted on 1/9/2020 and revised on 6/11/25)
Owner: Director of Orgazational Strategy & Learning (DOSL) – with input from all Directors Audience: All OWL staff, partners, and stakeholders
Article I: Name & Offices
Section 1: This organization shall be known as OPEN WAY LEARNING, a non-profit organization located at 41 Fairhope Way, Brasstown, North Carolina.
Section 2: The principal office and registered agent of Open Way Learning shall be located in Brasstown, North Carolina. The Organization may have such other offices, within or outside the city of Brasstown, as may be designated by the Board of Directors, or as shall be appropriate or necessary for the conduct of the affairs of the Organization.
Section 3: Open Way Learning may also be deemed “OWL,” “The Organization,” and “The Nonprofit” in these bylaws.
Article II: Purpose
Section 1: Open Way Learning has been deemed by the United States Internal Revenue Service as being an education nonprofit per Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Its Employer Identification Number issued by the IRS is 83-3760449.
Section 2: The Organization is organized under the North Carolina Nonprofit Corporation Act (herein known as "the Act"), and shall operate exclusively for charitable and educational purposes and in a manner consistent with Chapter 55A of the General Statutes of North Carolina.
Section 3: The purpose of Open Way Learning is to partner with schools, districts, and education organizations to co-design and sustain cultures of learner-centered innovation. These efforts prioritize equitably empowering students, especially those historically furthest from opportunity, to thrive in a rapidly changing world, fostering durable success skills, lifelong agency, and a love of learning.
Section 4: Open Way Learning’s mission is to co-design ways to amplify the joy & wonder of learning for every student. Open Way Learning’s vision is that all learners can change their world - innovative schools empower that change to happen, now!
Section 5: OWL’s Core Beliefs:
Authentic innovation arises not from transient, "buzzword strategies," but from intentional, sustained efforts to foster a school culture where continuous improvement and innovation thrive.
Cultures of innovation flourish when rooted in the Open Way Learning elements: a living, shared vision; collective leadership; radical collaboration; and the free and open exchange of ideas and resources. These elements empower meaningful teaching and learning for all students, especially those furthest from opportunity.
Every school and district possesses the talent and skills necessary to cultivate innovation. By embracing transparency, inclusivity, adaptability, collaboration, and community—the principles of "the open-source way"—schools can catalyze positive disruption and prepare students for a dynamic and interconnected world.
Section 6: Open Way Learning advances its mission through open, equitable, and innovative teaching and learning strategies grounded in research and proven practices. These include, but are not limited to:
Experiential Learning: Hands-on, real-world projects and problem-solving that foster deep, interdisciplinary understanding.
Competency-Based Education: Personalized learning paths where mastery, rather than time, dictates progress.
Design Thinking: A structured, iterative approach to creative, human-centered problem-solving.
Distributed Leadership: Empowering educators and students to share decision-making and drive systemic improvement.
Personalized Learning: Tailored educational experiences that align with individual strengths, interests, assets, and needs.
Section 7: Open Way Learning delivers the above strategies through a variety of face-to-face and virtual interactions, including, but not limited to school-based workshops, targeted coaching and co-design, school study visits, design sprints, conference presentations, and strategic partnerships with like-minded organizations.
Section 8: Open Way Learning funds and supports the above activities primarily through fee-for-service (e.g., workshop participant fees, service contracts, conference fees, etc.) and direct or indirect grants. Other funding sources include speaking honoraria, donations, and sponsorships.
Section 9: OWL is committed to helping close the unacceptable equity gap that has existed for far too long in educational systems and institutions by prioritizing and significantly discounting service to historically marginalized and high-need schools and communities, as well as aligning resources to maximize impact in areas of greatest need.
Article III: Membership
Section 1: Membership in Open Way Learning (OWL) refers to individuals serving on the Board of Directors who meet the qualifications outlined in this article. Members have specific rights and obligations, including voting, decision-making, and governance responsibilities, as defined under the North Carolina Nonprofit Corporation Act. Membership is restricted to participation in the Board of Directors and does not extend to general or public membership.
Section 2: Definitions:
Officers: The Officers of Open Way Learning include the Leadership Team Officer (LTO), Chair of the Board of Directors, and Treasurer. These individuals manage Board operations and governance responsibilities as outlined in these bylaws. Officers are required by the Act, with specific titles and roles defined herein.
Board of Directors: The governing body responsible for oversight of OWL’s mission, finances, and strategic direction. Members of the Board act in a fiduciary capacity to ensure alignment with the organization’s goals, legal obligations, and values. Officers also serve as members of the Board.
Leadership Team: Comprising the Director of Strategy & Innovation, Director of Finance & Operations, Director of Development & Research, and Director of Outreach & Programming. Two members serve on the Board: one as the LTO and another as Member-at-Large. Leadership Team members, outside these roles, do not have governance authority but collaborate closely with the Board through regular reporting.
Section 3: Membership on the Board is open to any education stakeholder committed to OWL’s mission, provided they:
Are natural persons aged 18 or older and U.S. citizens (residency in North Carolina is not required).
Are willing to contribute time, expertise, and support to advance the Organization’s goals.
New members are nominated and voted on by the current Board per Article IX of these bylaws.
Section 4: Board Compensation:
Membership on the Board is voluntary and uncompensated. Reasonable and documented expenses for Board-related travel and lodging may be reimbursed with prior authorization.
The Leadership Team Officer and Member-at-Large are compensated solely for their employment with OWL, not for their Board roles.
Section 5: The Member-at-Large is responsible for maintaining this list of Board members.
Section 6: To maintain continuity in governance and operations, the Board shall develop and review a succession plan for key officer and leadership roles, including the Chair, Treasurer, and Leadership Team members. The plan shall include:
Clear criteria for selection.
Defined transition timelines.
Knowledge transfer processes to ensure seamless continuity.
If necessary for organizational continuity, the Board may appoint an interim officer to fill a vacant position during a transition period. Upon notice of departure, outgoing officers and directors are expected to cooperate fully to support the transition.
Section 7: Members of OWL’s Board of Directors are encouraged to provide support to the Organization through voluntary donations and promotion of Open Way Learning’s mission, vision and principles in their own networks.
Section 8: Board members serving by virtue of their OWL employment (e.g., Leadership Team Officer or Member-at-Large) will cease to be Board members upon their employment termination.
Section 9: The Board of Directors may appoint non-voting Board Advisors to provide expertise, institutional memory, or guidance to the Organization. Such appointments shall adhere to the following guidelines:
Board Advisors serve in a voluntary and uncompensated advisory capacity and are not considered members of the Board of Directors.
They shall be appointed by a two-thirds majority vote of the Board of Directors for a term of one year, subject to renewal by a subsequent vote.
The appointment process shall include a clear statement of the intended role, scope, and expectations, along with the candidate’s agreement to adhere to OWL’s bylaws and policies.
Advisors may attend Board meetings at the discretion of the Board but shall not have voting rights or be counted toward quorum requirements.
They cannot represent the Organization in official capacities, sign documents on its behalf, or access confidential Board documents unless explicitly authorized by the Board.
Advisors must adhere to OWL’s Conflict of Interest Policy and disclose any potential conflicts related to their role or contractual arrangements with the Organization.
The Board shall conduct an annual review to determine the continuation or conclusion of the advisory role.
Article IV: Organization
Section 1: The Board of Directors of Open Way Learning (OWL) is organized and operates under the authority of the North Carolina Nonprofit Corporation Act, unless otherwise specified by the Articles of Incorporation or these bylaws. The Board holds ultimate responsibility for the Organization’s governance, oversight, and strategic direction, with powers vested in it to manage OWL’s activities, property, and operations in alignment with its mission and legal obligations.
Section 2: The Board of Directors shall be composed of no fewer than five (5) and no more than ten (10) members. Changes to this range require an amendment to these bylaws.
Section 3: Up to two (2) employees and members of the OWL Leadership Team shall serve as representatives on the Board of Directors:
Leadership Team Officer (LTO): Serves as a voting Officer for a three-year term, responsible for ensuring alignment between organizational governance and operations.
Member-at-Large: Serves as a non-voting member of the Board and fulfills the role of Board Secretary.
The Board of Directors will appoint these representatives based on nominations submitted by the Leadership Team. Selection criteria will include alignment with OWL’s mission, demonstrated leadership within the Organization, and strategic needs. To ensure continuity in governance:
The Member-at-Large will transition into the Leadership Team Officer role at the end of their three-year term.
During the first quarter of their term as LTO, they will receive mentoring to ensure effective knowledge transfer and leadership continuity.
A new Member-at-Large will then be appointed to begin their three-year term.
Section 4: The Board shall establish standing and/or ad hoc committees as needed to oversee critical governance areas with recommendations requiring a majority Board vote.
Section 5: The Board of Directors shall establish a standing committee to oversee the hiring, evaluation, and termination of Open Way Learning’s Leadership Team (Directors). This committee shall:
Review annual performance evaluations for the Leadership Team (Directors), in accordance with the provisions of the OWL Employee Handbook under "Performance Evaluation."
Make recommendations regarding contract renewals, salary adjustments, and termination of employment for any member of the OWL Leadership Team.
Section 6: The Board of Directors shall conduct a self-evaluation at least once every three years to assess its effectiveness in governance, strategic oversight, and fiduciary responsibilities. This evaluation shall include:
An assessment of the contributions of individual Board members and the Board as a whole to OWL’s mission and objectives.
A review of adherence to nonprofit governance best practices, including fiduciary duties, compliance, and strategic planning.
Identification of areas for improvement and development of an action plan to address findings.
Article V: Quorum
Section 1: A simple majority of the members of the Board of Directors shall constitute a quorum.
Section 2: A quorum of the Board of Directors shall be determined before a meeting begins. Board members participating through virtual or hybrid means, including video conferencing or teleconferencing, shall be counted toward the quorum, provided their identity can be verified, and they are able to participate fully in discussions and votes. If a quorum is not present at a designated meeting, the Board of Directors cannot make final decisions on any business but may make recommendations for a later meeting where a quorum is present.
Section 3: In circumstances where a quorum is not reached at a meeting or when urgent matters require immediate action, the Board of Directors may conduct a vote via email under the following conditions:
Initiation: An email vote may be requested by the Leadership Team Officer, Chair of the Board of Directors, or at least 20% of Board members. The request must include the specific motion to be voted on, a detailed explanation of the issue, and any supporting documentation.
Transparency: All Board members must be included in the email thread to ensure full transparency. Members are required to acknowledge receipt of the motion and confirm their participation in the vote.
Quorum and Voting Threshold: For an email vote to be valid, at least a quorum of the Board of Directors, as defined in these bylaws, must cast votes. The voting threshold for approval shall be the same as for in-person or virtual meetings (e.g., simple majority or two-thirds, depending on the nature of the motion).
Discussion: Before any vote, a discussion must take place through email, conference call, or other appropriate methods. All correspondence related to the issue must be shared with the Member-at-Large/Secretary and included in the official Board minutes. If a conference call is held, minutes must also be recorded.
Time Frame: Board members shall be given at least 48 hours to respond unless a shorter time frame is approved by the Chair due to extraordinary circumstances.
Documentation: All votes cast via email must be recorded in the official minutes of the next Board meeting. The motion, voting results, and any relevant discussion must be documented by the Member-at-Large/Secretary to ensure transparency and compliance.
Restrictions: Email voting is permitted only for decisions that do not require extensive deliberation or debate. Matters involving personnel decisions, changes to bylaws, or financial transactions exceeding $10,000 shall not be decided via email.
Article VI: Amendments
Section 1: Amendments to these bylaws or the Articles of Incorporation may be proposed by the Board of Directors, organizational stakeholders, or interested members of the public. Proposals must be submitted in writing, clearly articulate the proposed changes, and provide a rationale supported by relevant evidence or examples.
Sections 2: Proposed amendments to OWL’s bylaws must undergo a two-reading approval process to ensure thoughtful deliberation and broad consensus:
First Reading:
Proposed amendments must be circulated to the Board of Directors at least thirty (30) days prior to the first scheduled meeting where the amendment will be introduced.
During the first reading, a simple majority vote is required for the amendment to advance, provided a quorum is present.
In cases of urgent necessity, amendments may be submitted with an expedited review period of no less than ten (10) days, provided unanimous consent for this shorter review period is obtained from all voting Board members.
Second Reading:
The second reading must occur during a subsequent meeting where a quorum is present.
At this meeting, approval of the proposed amendment requires a two-thirds (2/3) majority vote of the voting Board members.
This two-reading process ensures ample time for review, discussion, and alignment with OWL’s mission and governance principles.
Section 3: To ensure the bylaws remain relevant, legally compliant, and reflective of Open Way Learning’s mission, the following review and update process shall be followed:
The bylaws shall be reviewed at least once every three (3) years or on a case-by-case basis if deemed necessary by the Board of Directors.
A Governance Committee (or designated ad hoc committee appointed by the Chair) shall:
Evaluate the bylaws for clarity, alignment with organizational practices, and compliance with applicable laws and regulations.
Consult with legal counsel or nonprofit governance experts, if necessary.
Submit to the full board a revised version of the bylaws and the revision summary at least 14 days before the first reading.
Section 4: Any amendments adopted by the Board of Directors (first or second reading) will be made available to organizational stakeholders or interested members of the public upon request.
Section 5: The Board of Directors Member-at-Large/Secretary shall:
Maintain a record of all proposed and adopted amendments, including the dates of approval for each stage in the two-reading process.
Clearly mark bylaws as "Pending Amendment" following first reading approval, with the proposed changes highlighted, until the second reading and final approval are completed.
Ensure that all officially approved updates are reflected in the final version of the bylaws and Articles of Incorporation (if applicable), including annotations for the date of full adoption.
Distribute updated bylaws to all Board members promptly following final approval and ensure proper archiving of prior versions.
Article VII: Board of Directors Meetings
Section 1: There shall be at least two regular meetings of the Board of Directors each year. The first meeting shall be held at the beginning of the fiscal year (ideally in January) and the second meeting shall be held mid-year (ideally in June), at such place, date, and time as determined by the Board of Directors in the preceding meeting. These meetings may include a live video or teleconference to ensure a quorum is reached. These meetings ensure the Board fulfills its responsibility for governance, oversight, and strategic direction in compliance with the North Carolina Nonprofit Corporation Act and OWL’s bylaws.
Section 2: The Board of Directors of Open Way Learning (OWL) shall convene two required meetings each year to ensure effective governance, oversight, and alignment with the Organization’s mission and strategic priorities.
First Meeting (Annual Planning and Goal Setting):
Approve the budget for the upcoming fiscal year.
Review and discuss the Directors Report, which shall include a comprehensive year-end review of activities, accomplishments, and challenges.
Establish organizational goals and priorities for the year ahead, ensuring alignment with OWL’s mission and strategic plan.
Address any required governance matters, such as amendments to the bylaws, policy updates, or strategic initiatives.
Second Meeting (Mid-Year Review and Assessment):
Conduct a review of progress against the goals and priorities established during the first meeting.
Evaluate organizational metrics, including key performance indicators (KPIs) and a comparison of actual vs. budgeted financial performance.
Discuss mid-year adjustments to strategies, programs, or resources as needed to ensure continued alignment with OWL’s mission and objectives.
Address any emerging governance matters or operational challenges that require Board oversight or action.
Section 3: The Board may call additional meetings as needed to address urgent matters, strategic opportunities, or unforeseen challenges, following the procedures outlined in this Article. Special meetings of the Board of Directors may be called by the Board Chair, Leadership Team Officer, or at least 20% of Board members. If urgent actions are required and a special meeting cannot be scheduled in time, an email ballot may be initiated under the following conditions:
Initiation and Documentation: An email ballot may be initiated by the Leadership Team Officer, Board Chair, or at least 20% of Board members. The request must include the specific motion to be voted on, a detailed explanation of the issue, and any supporting documentation.
Discussion and Quorum: Before any vote, a discussion must take place through email, conference call, or other appropriate methods. All correspondence related to the issue must be shared with the Member-at-Large/Secretary and included in the official Board minutes. Note that a quorum, as defined by Article V, is required for the discussion and vote.
Voting and Approval: Decisions will be determined by a simple majority of voting members unless otherwise specified in the bylaws. Votes must be recorded by the Member-at-Large/Secretary in the Board minutes.
Section 4: Written minutes of all meetings will be available, upon request, no fewer than ten (10) days after any Board Meeting.
Section 5: Members of the Board of Directors will be given at least thirty (30) days notice of any Board Meeting.
Section 6: Any corporate transaction involving a Board member with a direct or indirect interest must be authorized, approved, or ratified in good faith by a majority of Board members who have no such interest. A Board member is considered to have an indirect interest in a transaction if:
They have a material financial interest in, or are a general partner of, another entity involved in the transaction.
They serve as a director, officer, or trustee of another entity involved in the transaction, and the transaction is or should be reviewed by the Board.
This ensures transparency and protects the Organization from potential conflicts of interest. Section 7: The Board of Directors may hold an executive session to discuss confidential matters that require privacy, including but not limited to personnel decisions, legal issues, or sensitive financial matters. The following procedures must be followed in such cases:
Executive sessions may be called by:
The Chair of the Board of Directors.
A majority vote of the Board members present at a meeting.
The purpose of the executive session must be clearly stated, and only matters directly related to the stated purpose may be discussed during the session.
Attendance at executive sessions shall be limited to Board members and any individuals invited to provide relevant information or expertise. Non-Board members must leave the meeting once their contribution is complete.
Discussions held during executive sessions shall remain confidential, and no formal minutes shall be recorded. However, the general outcome or decisions made during the session may be documented in the broader Board meeting minutes if appropriate.
Any actions requiring a formal vote must occur in the regular session unless legally permissible otherwise.
Section 8: The Board reserves the right to call a special meeting to review and approve external ventures undertaken by current or departing OWL Leadership Team members when:
Such ventures overlap with OWL’s mission, clientele, or intellectual property.
There is potential for confusion or competition with OWL’s operations.
Reviews shall be conducted during Board meetings or through special review committees, as needed, to ensure alignment with OWL’s mission and governance policies.
Section 9: Committees vested with the authority to act on behalf of the Board of Directors in the management of Open Way Learning shall not:
Authorize distributions;
Approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of Open Way Learning's assets;
Elect, appoint or remove Board of Directors, or fill vacancies on the Board of Directors or on any of its committees; or
Adopt, amend, or repeal the Articles of Incorporation or bylaws.
Section 10: Board Advisors may be invited to attend and participate in Board meetings at the discretion of the Board of Directors. Board Advisors:
May provide advice, input, and insights during discussions but shall not have voting rights on any matter before the Board.
Shall not be counted towards quorum requirements for Board meetings.
Cannot vote on or influence Board decisions regarding their own contracts or compensation.
May receive Board meeting minutes and related documents at the discretion of the Board, except those deemed confidential or involving executive sessions.
Article VIII: Duties of Members
Section 1: Members of the Board of Directors shall fulfill their fiduciary duties in good faith, with care, loyalty, and diligence, ensuring alignment with OWL’s mission and legal obligations. Key responsibilities include:
Approving budgets, monitoring expenditures, and safeguarding organizational assets.
Approving and monitoring strategic goals to ensure alignment with OWL’s mission and values.
Ensuring compliance with 501(c)(3) regulations, state nonprofit laws, and organizational policies.
Disclosing potential conflicts of interest and adhering to the Conflict of Interest Policy outlined in these bylaws.
Promoting transparency, integrity, confidentiality, and equity in all organizational activities.
Section 2: Duties of Specific Members:
Board Chair: The primary leader and representative of the Board, responsible for presiding over meetings, guiding strategic oversight, advocating for OWL’s mission, recruiting and mentoring Board members, and ensuring effective governance and alignment with organizational priorities.
Leadership Team Officer (LTO): Serves as a voting Board member for a three-year term, presenting semi-annual reports on strategic initiatives, operational health, and financial status. The LTO acts as OWL’s President in legal matters and maintains organizational records.
Treasurer: Ensures financial integrity through oversight of reporting, budget management, and compliance with nonprofit standards, as detailed in Article XIV.
Member-at-Large (Secretary): Maintains accurate records of Board meetings, manages organizational membership lists, and acts as interim President when the LTO or Chair is unavailable.
Section 3: The Board shall ensure adherence to nonprofit regulations and best practices through periodic review and update of its governance policies to ensure continued relevance and effectiveness:
Conflict of Interest Policy: Board members and advisors must disclose potential conflicts, recuse themselves from relevant discussions, and comply with annual conflict-of-interest declarations.
Whistleblower Protections: Maintain a safe reporting environment for ethical violations or legal concerns.
Policy Review: Governance policies, including the Code of Ethics, shall be reviewed every three years or as needed.
Section 4: Board members are not personally liable for actions taken in their official capacity, provided they act in good faith, with reasonable judgment, and in compliance with these bylaws. This protection includes reliance on:
Information, opinions, reports, or statements (including financial data) prepared or presented by officers or employees of OWL whom the member reasonably believes to be competent and reliable in the matters presented.
Advice or information provided by legal counsel, public accountants, or other professionals whom the officer reasonably believes to possess the necessary expertise in the subject matter.
Board members who knowingly approve unauthorized distributions or financial transactions are jointly and severally liable for the consequences, as outlined in these bylaws.
Section 5: The Board must consult legal counsel in the following situations:
Potential termination of senior staff or Directors.
Implementation of a reduction in force (RIF) or organizational restructuring.
Significant legal disputes or investigations.
Questions regarding compliance with nonprofit tax law or IRS requirements.
Section 6: All Board members shall sign an annual statement affirming compliance with the Conflict of Interest Policy.
Section 7: To ensure transparency, ethical decision-making, and compliance with applicable laws, the Board of Directors shall adhere to the following Conflict of Interest Statement, ensuring OWL operates in alignment with its charitable mission and avoids conflicts that could harm the organization’s integrity.
Definitions:
Interested Person: Any Board member or advisor with a financial interest in a transaction involving OWL.
Financial Interest: Includes any direct or indirect financial benefit, compensation, or ownership in entities engaged in transactions with OWL.
Disclosure Requirements:
All Board members and advisors must disclose potential conflicts, including all relevant facts, to the Board.
Interested persons must recuse themselves from discussions and votes on matters where a conflict exists or could reasonably be perceived.
Resolution of Conflicts
The Board may appoint a disinterested committee to evaluate alternatives to any proposed arrangement.
If no alternative exists, the Board may approve the transaction by a majority vote of disinterested members, ensuring it is fair and in OWL’s best interest.
Violations and Accountability
Failure to disclose a conflict may result in corrective action, including potential removal from the Board.
Meeting minutes shall document disclosures, discussions, and resolutions related to conflicts of interest.
Annual Compliance: All Board members shall annually sign a statement affirming compliance with this policy and acknowledging OWL’s tax-exempt status requirements.
Periodic Review: The Board shall periodically review compensation and financial arrangements to ensure adherence to nonprofit regulations and best practices.
Board Advisors: Advisors must disclose potential conflicts, recuse themselves from relevant discussions or decisions, and adhere to all applicable conflict of interest policies to ensure their role does not interfere with the Board’s fiduciary responsibilities.
Article IX: Nominations and Elections
Section 1: Nominations and Elections:
New members of the Board of Directors may be nominated in writing by any current Board member. Election of new members requires a majority vote by the Board of Directors.
The Board shall prepare and present a slate of nominees for officer positions, including the Board Chair and Treasurer, as needed.
Officers shall be elected by a majority vote of the Board of Directors via a secret ballot process. Specific voting procedures, including timelines and ballot formats, shall be established and approved by the Board to ensure transparency and fairness.
In cases where no candidate receives a majority vote, a runoff election shall be held between the top two candidates.
Section 2: Term Limits and Reappointments:
Members of the Board of Directors shall serve a term of four (4) years and may be reappointed for up to two (2) consecutive terms, for a total of eight (8) years. After serving the maximum term, a Board member must take a one-year hiatus before becoming eligible for reappointment.
Officers, including the Chair and Treasurer, shall serve a term of three (3) years and may serve a maximum of two (2) consecutive terms in the same role. The Board shall ensure staggered terms are implemented to promote continuity, with approximately one-third of Board positions expiring each year.
The Leadership Team Officer (LTO) may serve a maximum of three (3) consecutive years. After completing this term, the individual must wait at least two (2) years before becoming eligible for reelection to the role.
Section 3: Board members absent for two consecutive meetings without a satisfactory reason shall be contacted by the Board and may be asked to resign.
Article X: Fiscal Year
Section 1: The fiscal year of Open Way Learning shall end as of the thirty first of December of each year.
Article XI: Indemnification
Section 1: Open Way Learning shall indemnify and hold harmless its current and former directors, officers, employees, and agents against expenses (including reasonable attorneys' fees), judgments, fines, and settlement amounts incurred in connection with legal actions arising out of their duties performed in good faith and within the scope of their roles, to the fullest extent permitted by applicable law.
Section 2: Expenses incurred in defending any proceeding shall be advanced by Open Way Learning before the final disposition of such proceeding, provided the individual delivers a written agreement to repay any advances if it is later determined they are not entitled to indemnification under this Article or applicable law.
Section 3: If a claim for indemnification or expense advancement is not paid in full within 90 days after a written request, the claimant may bring suit to recover the unpaid amount. Open Way Learning has the burden of proving that the claimant does not meet the applicable standards of conduct required for indemnification under this Article or law.
Section 4: The rights provided under this Article are not exclusive and shall not limit any other rights to indemnification or expense advancement available under the law, Open Way Learning’s Articles of Incorporation, these bylaws, or any agreement approved by the Board of Directors.
Section 5: Open Way Learning shall purchase and maintain “Directors & Officers” liability insurance to protect the Organization and its directors, officers, employees, and agents from liabilities arising from their roles, whether or not indemnification would otherwise be permissible under this Article or applicable law.
Section 6: If any provision of this Article is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
Article XII: Dissolution
Section 1; The Organization shall be dissolved according to the procedures outlined in the North Carolina Nonprofit Organization Act.
Section 2: Upon the discharge of all liabilities, any remaining assets shall be distributed exclusively to organizations that support educational purposes and qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Preference shall be given to organizations with missions aligned with Open Way Learning’s vision and principles.
Section 3: Any assets not disposed of per the above Sections shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization or organizations which are organized and operated for such purposes.
Section 4: In the event of dissolution, the Leadership Team Officer will collaborate with the Treasurer and Director of Finance & Operations to ensure all organizational records, financial accounts, and operational processes are transferred or concluded in compliance with these bylaws and applicable laws.
Article XIII: Rules of Order
Section 1: The meetings of Open Way Learning shall be conducted in accordance with Robert's Rules of Order, Newly Revised, unless otherwise stated in the Articles of Incorporation or bylaws.
Article XIV: Budget & Finances
Section 1: The Board of Directors shall ensure the financial health and sustainability of Open Way Learning (OWL) by:
Reviewing and approving the annual budget as recommended by the Treasurer.
Reviewing periodic financial statements.
Evaluating Leadership Team performance and total compensation annually.
Section 2: The Treasurer oversees OWL’s financial operations, collaborating with the Director of Finance & Operations to ensure compliance with financial, legal, and organizational policies. Responsibilities include:
Providing preliminary approval of the annual budget before Board submission.
Approving non-budgeted expenditures exceeding $25,000 and overseeing expenditures over $5,000 not included in the budget.
Reviewing and approving contracts over $50,000 in consultation with the Director of Finance & Operations.
Ensuring financial controls, accounting policies, and audits are independent and robust.
Monitoring and reporting annually on the Operating Reserve Fund.
Collaborating with the Leadership Team to enforce OWL’s financial policies.
Ensuring regular financial audits as needed.
Section 3: The Finance & Operations Director, in collaboration with the Treasurer, shall ensure timely and accurate financial reporting, including:
Regular Reports: Profit & Loss statements, Balance Sheets, and Budget vs. Actual reports provided to the Board at least two (2) weeks before meetings.
Year-End Review: Finalized year-end financial statements reviewed by the Treasurer and presented to the Board at least 30 days before the Annual Meeting.
IRS Filings: Preparation and Board approval of IRS Form 990 and adherence to all other applicable filing deadlines.
Section 4: The Finance & Operations Director, under the Treasurer’s guidance, shall:
Maintain all financial records using an authorized accounting system.
Generate and distribute reports for Board meetings.
Prepare and submit all state and federal filings, including IRS reports, on time.
Section 5: The annual budget shall be prepared by the Finance & Operations Director, reviewed by the Treasurer, and approved by the Board at the first fiscal meeting of the year. The budget shall reflect input from officers and committee chairs, ensuring alignment with strategic priorities.
Section 6: Budgeted payments shall be managed by the Finance & Operations Director in consultation with the Treasurer. Non-budgeted payments exceeding $5,000 require Treasurer approval; payments exceeding $10,000 require Board approval.
Section 7: The Finance & Operations Director, with Treasurer input, shall establish guidelines for fund transfers between accounts and oversee investments to align with OWL’s financial goals.
Section 8: In the event of a Reduction in Force (RIF), the Board shall:
Approve a detailed RIF plan with severance terms, resources, and timelines.
Ensure compliance with employment laws and organizational policies.
Communicate transparently with employees and provide transition support.
Seek legal and, if necessary, HR review for compliance.
Section 9: When cash assets exceed $100,000, the Board shall appoint at least two (2) authorized signers per the following requirements:
Authorized signers are nominated by the Treasurer in consultation with the Leadership Team and approved by majority vote.
Signers co-sign checks and approve transactions over $10,000 after reviewing supporting documentation.
Signers are reviewed and reappointed annually during the Annual Meeting.
Records of signers and terms are maintained in meeting minutes.
Section 10: OWL shall issue no capital stock.
Section 11: The Board shall approve Leadership Team compensation based on a transparent framework aligned with OWL’s mission and public school teacher benchmarks (reference OWL Compensation Guidelines for additional details). Recommendations are made at the first Board meeting of the fiscal year and ensure compliance with nonprofit regulatory standards.
Section 12: The Board shall approve the annual budget to align with OWL’s mission and strategic goals. Surplus funds shall prioritize:
Compliance with grantor or donor restrictions.
Maintaining or increasing Operating Reserves.
Bonuses for full-time employees, capped at 20% of base pay and tied to performance evaluations.
Strategic investments advancing OWL’s mission.
Decisions on surplus use must be documented in meeting minutes.
Section 13: The Operating Reserve Fund ensures financial stability during challenges.
Minimum Target: Six (6) months of average operating expenses, reviewed annually.
Approval for Use: Requires prior Board approval and alignment with strategic goals.
Annual Review: Target amounts are adjusted as necessary.
Section 14: Only the Board may approve loans, requiring a two-thirds (2/3) majority vote. Loans must:
Address critical operational or mission-aligned needs.
Ensure repayment terms do not compromise OWL’s financial health.
Include a documented repayment plan approved by the Board.
Comply with nonprofit governance best practices.
Loan discussions and decisions must be documented, with quarterly repayment updates shared by the Treasurer.
Article XV: Tax Exemption Provisions
Section 1: No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Organization shall not carry on any other 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 of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) of (b) by a corporation, contribution to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).
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