BY-LAWS
OF
NEIGHBORHOOD
CHARTER SCHOOL, INC.
ARTICLE
I. OFFICES
The
principal office of Neighborhood Charter School, Inc. (hereinafter referred to
as the "Corporation" or "NCS") shall be located in the
State of Georgia.
ARTICLE
II. GENERAL PURPOSE
The goal of
the NCS is to operate a true neighborhood public school, one that is open and
welcoming to all, which provides a quality education for our children and
enjoys significant parental and community involvement. The school operates under a charter
contract which was negotiated between the organizers who created and operate
the school, and the Atlanta Board of Education.
ARTICLE
III. GOVERNING BOARD
Section
1. General
Powers. The business and
affairs of NCS shall be managed under the direction of the Governing
Board. The members shall in all
cases act as a board, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the Corporation as they may
deem proper, not inconsistent with NCS's Articles of Incorporation, these
Bylaws, and the laws of this State.
Section
2. Number,
Tenure, Vacancies, and Qualifications. The Governing Board shall consist of at least eighteen (18)
members, which number shall be fixed from time to time by the Governing
Board. Members shall be natural
persons who are 18 years of age or older but need not be residents of the State
of Georgia.
Governing Board members, except for the GPNA and SAND representatives, will be elected to staggered two-year terms by the Parent, Teacher, and Community Association (PTCA). Please see the table below for an overview. One of the parent/guardian representatives must be the current PTCA President.
The Governing Board shall be subject to the provisions of Open Meetings Law, O.C.G.A. § 50-14-1, and Inspection of Public Records Law. O.C.G.A. § 50-18-70.
Governing Board Structure
|
Member Group |
Number of Reps |
Term Length |
Elected By |
|
Parents/Guardians |
9 |
2-Years staggered.
The designated seats must include three representing grades K-2, and
three representing grades 3-5.
One of the representatives must be the current PTCA president. |
Parent, Teacher, Community Association. Election will take place at the
annual meeting of NCS to be held in April or May. |
|
Immediate Past Chair |
1 |
1 or 2 years, depending on the number of terms the next
chair serves. |
By virtue of position. |
|
Teachers/Support Personnel |
4 |
2-Years staggered.
The designated seats must include one representing grades K-2 and one
representing grades 3-5.
|
Parent, Teacher, Community Association. Election will
take place at the annual meeting of NCS to be held in April or May. |
|
Community Representatives |
2 |
None |
To be determined by GPNA and SAND. |
|
Principal/Executive Director (ex-officio, non-voting) |
1 |
None |
By virtue of position |
|
Chief Financial Officer (ex-officio, non-voting) |
1 |
None |
By virtue of position. |
All members of the Governing Board shall serve staggered
two-year terms with the exception of the principal, and the representatives
from GPNA, SAND. Parent/guardian and teacher representatives shall serve no
more than two consecutive terms.
Parent/guardian and teacher representatives may serve on the board again
after serving two consecutive terms provided they are off the board for a
minimum of two years. The
Governing Board will review the membership composition of Board committees and
the school-wide subcommittees on an annual basis.
All instructional staff (teachers), other than those who
are members of the Governing Board, must serve on at least one Board committee
or school-wide subcommittee.
Any
parent or teacher representative vacancy occurring on the Governing Board may
be filled by the affirmative vote of the parent, guardians, and staff of NCS.
A
member elected or appointed to fill a vacancy shall be elected or appointed for
the unexpired term of his predecessor in office. Any membership to be filled by reason of an increase in the
number of members may be filled by the Governing Board, but only for a term of
office continuing until the next annual meeting of members.
Section
4. Annual
Meetings. An annual meeting of
the members shall be held every April or May (the
date, time, and place to be fixed by the Governing Board and notice given to
all members, at least 3 weeks in advance.), for the purpose of electing members
and for the transaction of such other business as may come before the meeting.
Section
5. Resignation. A member may resign at any time by
giving written notice to the chair or chair-elect of NCS. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the officer,
and the acceptance of the resignation shall not be necessary to make it
effective.
Section
6. Conflict
of Interest. Members shall comply with ethics
and conflict of interest provisions applicable to members of the Atlanta Board
of Education. Governing Board members shall not participate in discussions or
votes related to any Charter School business transactions or affairs which
would cause an actual, or would give an appearance of, a conflict of interest.
Section
7. Order
of Business. The order of
business at all meetings shall be set by the board.
Section
8. Attendance. Board members are not allowed to miss
more than two board meetings per year.
If they miss more than two meetings the Board Chair will meet with them
to discuss their participation. If
they are unable to fulfill their responsibilities, they will be asked to step
down.
ARTICLE
IV. OFFICERS
Section
1. Number
and Qualifications. The
officers of NCS shall consist of a Chair, a Chair-elect, a Treasurer, a
Recorder, and such other officers and assistant officers as may be deemed
necessary, each of whom shall be elected by the Governing Board. The same individual may simultaneously
hold more than one office of the Corporation.
Section
2. Election
and Term of Office. The
officers of NCS shall be
elected by the
Governing Board at its first meeting, except for the office of chair-elect
which shall be
elected at the January meeting.
Each officer shall hold office for a term of one year or until his
successor has been duly elected and has qualified or until his earlier death,
resignation or removal from office as hereinafter provided.
Section
3. Resignation,
Removal and Vacancies. In the
event that any one of the officers shall resign, such officer shall immediately
cease to be an officer. Any such
resignation shall be in writing and shall be delivered to either the Chair or Chair-elect.
Any officer or agent may be removed by the Governing Board whenever in its judgment
the best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment
of an officer or agent shall not of itself create contract rights. Any vacancy in any office for whatever
reason shall be filled, within a reasonable period, for the unexpired portion
of the term, by the Governing Board.
Section
4. Chair. The Chair shall be the principal
executive officer of NCS and, subject to the general direction of the Governing
Board, shall supervise and control the business and affairs of the
Corporation. The Chair shall, when
present, preside at all meetings of the Governing Board. The Chair or Chair-elect or both may
sign, with the Recorder or any other proper officer of the Corporation
thereunto authorized by the Governing Board, deeds, mortgages, bonds,
contracts, or other instruments which the Governing Board has authorized to be
executed, except in cases where the signing and execution thereof is expressly
delegated by the Governing Board or by these Bylaws to some other officer or
agent of the Corporation, or is required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of Chair
and such other duties as may be prescribed by the Governing Board from time to
time. The Chair shall have
authority to institute or defend legal proceedings when the members are
deadlocked. An individual may
serve as chair for two consecutive one-year terms, provided they are duly
re-elected by the board. An
individual may serve as Chair again after either their one year term or two
consecutive terms, as long as they are off the board for a minimum of two years
before serving again.
Section
5. Chair-elect. The Chair-elect shall: (a) assume duties of Chair in his/her
absence; (b) assist Chair in planning meetings; (c) plan the annual meeting
and/or board retreat; and, (d) serve as the chair of the Governing Board
nominating committee.
Section
6. The
Recorder. The Recorder shall:
(a) keep the minutes of the proceedings of the Governing Board in one or more
books provided for that purpose; (b) authenticate records of the Corporation;
(c) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (d) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of the Corporation is
affixed to all documents, the execution of which on behalf of NCS under its
seal is duly authorized; (e) keep a register of the mailing address of each
member which shall be furnished to the Recorder by such member; (f) in general
perform all duties incident to the office of Recorder and such other duties as
from time to time may be assigned to him/her by the chair or by the Governing
Board and; (g) ensure that all board minutes are prepared for board review at
each subsequent board meeting and thereafter made available to the school
community.
Section
7. The
Treasurer. The Treasurer shall
work with the Chief Financial Officer of the school to: (a) keep correct and
complete books and records of account for the Corporation; (b) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(c) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit all such monies in the name of NCS in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article IV of these Bylaws; and (d) in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Chair or by the
Governing Board. If there is no
treasurer, all such functions shall be performed by the Chair and assisted by
the Recorder.
Section
8. School Principal/Executive Director. The School Principal/Executive Director
shall: (a) manage daily operations of school;
(b) direct hiring and supervision of all school teaching and support staff and
otherwise meet all criteria outlined in the School Principal’s written job
description; (c) ensure that the charter contract goals are being meet; (d) report quarterly to the Board on charter compliance and
progress toward meeting goals;
(e) assist Chair with
scheduling and setting agendas for meetings; (f) facilitate
and implement Governing Board decisions;
(g) act as liaison between
school and district office; (h) provide knowledge of federal, state,
and district policies/regulations;
(i) encourage bottom-up
decision-making and participation by all;
(j) facilitate and
implement school's vision and goals; and (k) report to the Governing Board.
Section
9. Duties
of all Governing Board Members.
All Governing Board members shall:
ARTICLE
V. COMMITTEES
Section 1. Governing
Board Committees. The
committees of the Governing Board are each chaired by a member of the Governing
Board; the Chair is not permitted to chair
committees. At its discretion each
year, the Board may vote to create an Executive Committee, which will include
at a minimum the chair, chair-elect (when such an officer is in place),
past-chair, Finance Chair, Parent and Family Involvement chair, and Executive
Director with the authority to handle urgent or routine issues raised by the
School Principal during the period between regular monthly Board meetings. All
meetings and decisions of the Executive Committee must be reported to the Board
at the next regular meeting and any actions taken may be overruled by simple
majority vote of the full Board.
The committees and their respective responsibilities are as follows:
Finance. Prepare annual budget for Board approval. Monitor budget
compliance, all financial expenditures and revenues and other financial issues
throughout the year. Recommend financial policies to the Board. Work with the Board, School Principal
and other staff to establish financial goals and policies.
Finance chair will serve as Board
treasurer and, in collaboration with the CFO and School Principal, prepare and
present a report on current financial performance at each Board meeting.
Personnel. Develop and maintain hiring; grievance; transfer;
evaluation, including the Executive Director/Principal evaluation; and other
personnel procedures. Work with
the School Principal and/or Board Chair in implementing these policies and
hiring staff.
Parental and Family Involvement. Develop and provide oversight of the parent involvement plan
and other parent and family volunteer programs and policies within the
school. The PFI committee is
responsible for tracking and analyzing volunteer activities and trends within
the school; making recommendations about how to enhance the volunteer program;
tracking and reporting family volunteer hours; assisting families who are
struggling to meet their volunteer requirements; providing volunteer
orientation and training; coordinating the cross-grade meetings each year,
sharing the results of these meetings and making recommendations based on the
information gained from them.
Section 2.
Parent Teacher Community Association (PTCA). The PTCA coordinates parent, teacher, and community
involvement within the school. The
President of the PTCA will serve as a voting member of the Governing Board. The
PTCA will define the association’s specific goals and operating procedures each
year and present them to the Governing Board for approval. The responsibilities of the PTCA will
include, at a minimum, fundraising for the school’s general operating budget;
school-wide volunteer coordination; extra-curricular activities including
athletics, clubs, and after-school enrichment programs; and information sharing
within the school and the greater community – including hosting and
promoting PTCA and other school meetings and functions.
Section 3. School-wide Subcommittees. The following subcommittees are filled primarily by non-Governing Board members and will report regularly to the Governing Board. All instructional staff (teachers), other than the Governing Board members, must serve on at least one Board committee or school-wide subcommittee. Other staff, parents/guardians or family, community members, and Governing Board members are encouraged to serve on a committee.
Responsibilities of the standing subcommittees may
be reduced or expanded by the Governing Board or upon recommendation of the
particular subcommittee concerned and after discussion/approval by the
Governing Board. Other committees
may be established as the need arises.
All subcommittees shall report to the Governing Board.
All subcommittees will meet on a specified regularly
scheduled meeting date established at the beginning of the school year. The subcommittees shall meet a minimum
of once a month. The board may
appoint subcommittee chairs or the subcommittee may select its own chair. The subcommittee chair serves as the
groups’ representative to the Governing Board.
The subcommittees may include the following or
others. The Governing Board will
adopt, each year, committee operating procedures which will identify the
committees to be in place for the year as well as operating processes for those
committees.
Student Learning
Responsibilities of this
subcommittee, which will be composed of a majority of teachers, will include
but are not limited to:
1.
gathering
information and input about curriculum and curriculum issues including curriculum
theory, curriculum development, curriculum assessment, goals and objectives, as
well as school discipline;
2.
coordinating
the school’s annual Curriculum Night as well as other functions to communicate
and explain the school’s curriculum to the families; and
3.
collecting
feedback from families about the curriculum at the school to share with the
school administration and board.
Responsibilities include but are not limited to:
1.
gathering
information and input about school-wide diversity;
2.
recommending
programs, initiatives or methods to recognize and celebrate and respond
to the diversity in the school and community;
3.
recommending
processes, programs, and plans to improve culturally responsive practices
within the school;
4.
developing
strategies to ensure that all community members receive constant and consistent
information on school happenings in a culturally appropriate manner;
5.
providing
feedback to the entire school population concerning the results of subcommittee
meetings; and
6.
establishing
task forces related to this subcommittee as needed.
Grant Writing
Responsibilities include but are
not limited to:
1.
identifying
and applying for grants and other funding opportunities.
Building and Grounds
Committee:
Responsibilities include but are
not limited to:
1.
maintaining
the school building and grounds; and
2.
managing
the Health and Safety plan for the school.
Responsibilities include but are
not limited to:
1.
developing
and implementing an arts, music, and physical education program within the
school;
2.
leading
effort to integrate art and music from cultures represented within the school
for recognition, exploration and celebration;
3.
providing
feedback to entire school population concerning results of subcommittee meetings;
and
4.
establishing
task forces related to this subcommittee as needed.
ARTICLE
VI. CONTRACTS, LOANS, CHECKS AND
DEPOSITS
Section
1. Contracts. The Governing Board may authorize any
officer or officers, agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of NCS, and such authority
may be general or may be confined to specific instances.
Section
2. Loans. No loans shall be contracted on behalf
of NCS, and no evidence of indebtedness shall be issued in its name, unless
authorized by a resolution of the Governing Board. Such authority may be general or confined to specific
instances.
Section
3. Checks,
Drafts, Etc. All checks,
drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of NCS shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined from time to time by resolution of the Governing Board.
Section
4. Deposits. All funds of NCS not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Governing Board may select.
ARTICLE
VII. FISCAL YEAR
The
fiscal year of NCS shall end on the thirtieth of June in each year.
ARTICLE
VIII. CORPORATE SEAL
The
Governing Board shall provide a corporate seal which shall be circular in form
and have inscribed thereon the name of NCS, the state of Incorporation, the
words "Not For Profit," and the words "Corporate
Seal." The seal of the
Corporation may be affixed to any document executed by NCS, but the absence of
the seal shall not impair the validity of the document or any action taken in
pursuance thereof or in reliance thereon.
ARTICLE
IX. WAIVER OF NOTICE
Whenever
any notice is required to be given to any member of NCS under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the Georgia Nonprofit Corporation Code, a waiver thereof may
be made, whether before or after the times stated therein, in writing signed by
the person or persons entitled to such notice and delivered to the Corporation
for inclusion in the minutes or corporate records. Such written waiver shall be deemed equivalent to the giving
of such notice.
ARTICLE
X. AMENDMENTS
Section
1. Power
to Amend Bylaws. The Governing
Board shall have the power to alter, amend or repeal these Bylaws or adopt new
bylaws, but any bylaws adopted by the Governing Board must be confirmed by the
affirmative vote of the parents, guardians, and staff of NCS and must be
consistent with the Articles of Incorporation of NCS and the laws of the State
of Georgia.
Section
2. Conditions. Action by the Governing Board with
respect to bylaws shall be taken by an affirmative vote of a majority of all
members then holding office.
ARTICLE
XI. EMERGENCY BYLAWS
The
Emergency ByLaws provided in this Article XI shall be operative during any
emergency in the conduct of the operations and affairs of NCS resulting from
any catastrophic event because of which a quorum of the Corporation's members
cannot be readily assembled, notwithstanding any different provision in the
preceding Articles of these Bylaws or in the Articles of Incorporation of NCS
or in the Georgia Nonprofit Corporation Code. To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding Articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.
During
any such emergency:
(a) A meeting of the Governing Board
may be called by any officer or member of NCS. Notice of the place, date and hour of the meeting shall be
given by the person calling the meeting to such of the members as it may be
feasible to reach by any available means of communication. Such notice shall be given at such time
in advance of the meeting as circumstances permit in the judgment of the person
calling the meeting.
(b) At any such meeting of the
Governing Board a quorum shall consist of one member and any other members
available.
(c) Either before or during any such
emergency, the Governing Board may provide and from time to time modify lines
of succession in the event that during such an emergency any or all officers or
agents of the Corporation shall for any reason be rendered incapable of
discharging their duties.
These
Emergency Bylaws shall be subject to repeal or change by further action of the
Governing Board, but no officer, member, or employee acting in accordance with
these Emergency Bylaws shall be liable for any corporate action taken in good
faith. Any amendment of these
Emergency Bylaws may make any further or different provision that may be practical
and necessary for the circumstances of the emergency.
ARTICLE
XII. INDEMNIFICATION
Section
1. Actions
Against Officers and Members.
Pursuant to the provisions set forth in Sections 3 and 4 of this
Article, NCS shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a member, officer, employee or agent of
the Corporation, or is or was serving at the request of NCS, as a member,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, against reasonable expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in a manner he reasonably believed in good faith to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that the Corporation shall not indemnify a member, officer,
employee or agent for any liability incurred in a proceeding in which the
person is adjudged liable to the Corporation or is subjected to injunctive
relief in favor of the Corporation: (a) for any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(c) for the types of liability set forth in Section 14-2-831 of the Official
Code of Georgia Annotated; or (d) for any transaction from which he received an
improper personal benefit. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not in
itself create a presumption that the person did not act in a manner he
reasonably believed to be in or not opposed to the best interests of the
nonprofit Corporation, nor, with respect to any criminal action or proceeding,
that the person did not have reasonable cause to believe that his conduct was
lawful.
Section
2. Actions
By Or In The Right Of The Corporation. Pursuant to the provisions set forth in Sections 3 and 4 of
this Article, NCS shall indemnify
and hold harmless any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action or suit, by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a member, officer, employee or agent of the Corporation,
or is or was serving at the request of NCS, as a member, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation;
provided, however, that the Corporation shall not indemnify a member, officer,
employee or agent for any liability incurred in a proceeding in which the
person is adjudged liable to the Corporation or is subjected to injunctive
relief in favor of the Corporation: (a) for any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(c) for the types of liability set forth in Section 14-2-831 of the Official
Code of Georgia Annotated; or (d) for any transaction from which he received an
improper personal benefit.
Section
3. Expenses. To the extent that a member, officer,
employee or agent of NCS has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section
4. Determination
And Authorization. Except as
provided in Section 3 of this Article, and except as may be ordered by a court,
any indemnification under Sections 1 and 2 of this Article shall be made by NCS
only as authorized in the specific case upon a determination that indemnification
of the member, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 1
and 2. Such determination shall be
made (1) by the Governing Board by a majority vote of a quorum consisting of
members who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, by majority vote of a committee duly
designated by the Governing Board, consisting solely of two or more members not
at the time parties to the action, suit or proceeding, or (3) by special legal
counsel employed by the Corporation for that purpose. Authorization of indemnification or an obligation to
indemnify, and evaluation as to reasonableness of expenses, shall be made in
the same manner as the determination that indemnification is permissible.
Section
5. Prepayment. Expenses incurred in defending or
prosecuting a civil or criminal action, suit or proceeding may be paid by NCS
in advance of the final disposition of such action, suit or proceeding as
authorized by the Governing Board if:
(a) the member, officer, employee or agent furnishes the Corporation a
written affirmation of his good faith belief that his conduct merits indemnification
under Section 1 or Section 2 of this Article; and (b) the member, officer,
employee or agent furnishes the Corporation a written undertaking, executed
personally on his behalf, to repay advances if it is ultimately determined that
he is not entitled to indemnification pursuant to the laws of this State.
Section
6. Rights. The indemnification provided by this
Article shall not be deemed exclusive of any other rights, with respect to
indemnification or otherwise, to which those seeking indemnification may be
entitled under any bylaw or resolution adopted or approved by a majority of the
full Governing Board, both as to an action by a member, officer, employee or
agent in his official capacity, and as to an action in another capacity while
holding such office or position, and shall continue as to a person who has
ceased to be a member, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section
7. Insurance. NCS may purchase and
maintain insurance on behalf of any person who is or was a member, officer,
employee or agent of the Corporation, or is or was serving at the request of
NCS as a member, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him or incurred by him in that capacity, or arising from his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.
Section
8. Mergers/Consolidations. For purposes of Sections 1 and 2 of
this
Article,
reference to "the Corporation" or "NCS" shall include, in
addition to the surviving or new Corporation, any merging or consolidating
Corporation (including any merging or consolidating Corporation of a merging or
consolidating Corporation) absorbed in a merger or consolidation with NCS so
that any person who is or was a member, officer, employee or agent of such
merging or consolidating Corporation, or is or was serving at the request of
such merging or consolidating Corporation as a member, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provision of Sections 1
and 2 of this Article with respect to the Corporation as he would if he had
served the Corporation in the same capacity. However, no indemnification under Sections 1 and 2 of this
Article shall be mandatory without the approval of such indemnification by the
Governing Board of NCS in the manner provided in Section 4 of this
Article.
ARTICLE
XIII. PAYMENTS TO MEMBERS AND
OFFICERS
No
part of the net income or profit of NCS, if any, shall be distributed to the
members or officers.