TCA Policies
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SECTION 1: BOARD OPERATIONS
SECTION 1.1: BY-LAWS OF THE BOARD OF DIRECTORS OF TENNESSEE CAREER ACADEMY
BYLAWS OF
TENNESSEE CAREER ACADEMY, INC.
(A Tennessee Nonprofit Corporation) FEIN: 92-1804951
ARTICLE I. OFFICES
Section l . Place. The Principal offices of Tennessee Career Academy, Inc. (hereinafter "Corporation") shall be located in Shelby County, Tennessee.
Section 2. Additional Offices. The Corporation may also have offices at such other places, both within and outside the State of Tennessee, as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II.
NOT FOR PROFIT CORPORATION
Section I. Not-for-Profit Organization. The Corporation is not for profit. The Corporation is irrevocably dedicated to and operated exclusively for non-profit purposes and no part of the income or assets of the Corporation shall be distributed to or inure to the benefit of any individual.
The purposes for which the Corporation is organized are exclusively charitable and educational within the meaning of Section 501 of the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any future United States Internal Revenue Code. The specific purposes include:
To create, operate, and manage innovative educational services to students in grades 6-12 inclusive to prepare world-ready graduates for the 21st century and beyond, The organization will do this by enrolling students in middle and high school grades, providing them with general education instruction and in addition, providing career and technical education in four key career and technical areas, i.e.: Business and Communication, Engineering and Advanced Manufacturing, Health and Human Services and Skilled Trades; and
B. Subject to any restrictions or further approvals of Memphis-Shelby County School Systems, and Tennessee law pertaining to Charter Schools, the Corporation may engage in an expansion in grades and any and all other further purposes and activities permitted under the Tennessee Code Annotated, Section 48-51-101, et seq., and the corresponding provision of any future Tennessee Nonprofit Corporation Act, and as may be permitted to be carried on by an organization exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, and the corresponding provision of any future United States Internal Revenue Code,
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements for) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501 of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law. Further, the Corporation shall not support any political candidates nor shall it engage in any type of political activity whatsoever.
Section 2. Assets Held in Trust. All of the assets of the Corporation shall be held in trust for the purposes herein mentioned, including the payment of all of the Corporation' s liabilities and the payment of the claims of creditors of the Corporation.
Section 3. Distribution of Assets upon Dissolution. In the event of dissolution, the residual assets of the Corporation will be turned over to one (1) or more organizations which
themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, as amended, or corresponding sections of any future Internal Revenue Code, or to the federal government for exclusive public purpose, and, further, the Corporation's property shall not be conveyed to any organization created or operated for profit or to any individual for less than fair market value of such property, and all assets remaining after the payment of the Corporation's debts shall be conveyed or distributed only to an organization or organizations created and operated for non-profit purposes similar to those of the Corporation.
ARTICLE III. MEMBERS
Section 1. No Members Except Directors. The Corporation shall have no members other than the Directors. The Corporation shall not have nor issue shares. No dividend shall be paid and no part of the income or profits of the Corporation shall be distributed or paid to any of its Directors or Officers for such services.
ARTICLE IV.
QUORUM AND VOTING
Section l . Determination Adjournment. At least fifty percent (50%) of the Board of Directors or any committee thereof, represented in person, shall constitute a quorum at all meetings of the Board of Directors, or such respective committees, for the transaction of business, except as otherwise provided by statute or by the Charter. If, however, such quorum shall not be present at any meeting, those present in person shall have the power to adjourn the meeting until a quorum shall be present. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 2. Effect of Quorum. If a quorum is present, the affirmative vote of a majority present at the meeting shall be the act of the Board of Directors or respective committee unless the vote of a greater number of Directors is required by law or by the Charter or by resolution of the Board.
Section 3. Voting. Each Director or committee member having voting power shall be entitled to one vote. The Corporation shall allow voting by proxy and by all generally accepted electronic means unless modified expressly by the Board through Resolution.
ARTICLE V.
Directors
Section l . Election and Number of Directors. The number of Directors shall consist of not less than six (6) voting.
The initial voting Directors of the Corporation shall be appointed at the organizational meeting. Directors shall serve for only one (l) year terms and are eligible for reappointment for one additional term, without a cap, unless otherwise changed by a majority of Directors present at the annual meeting or any specially called meeting where a quorum is present.
The Board also may create non-voting ex-officio Director positions who shall serve at the pleasure of the Board and for such terms as determined by an affirmative vote of the voting Directors present at any regular or specially called meeting.
The Board may create a three (3) year rotating term of service by an affirmative vote at any regular or specially called meeting.
Section 2. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the remaining Directors.
Any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present. A Director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of Directors, unless otherwise determined by the Board.
The Board of Directors shall fill vacancies occurring in the Board by reason of the removal of Directors without cause or for cause.
The Board may set a policy for attendance requirements and such policy may provide for the automatic removal of a Director in the event of successive unexcused absences.
Section 3. The owners of the Corporation are:
A. To accept, hold, invest, reinvest and administer any gifts, bequests, devises, benefits of trust and property of any sort, without limitation as to amount or value, and to use, disburse or donate the income or Principal thereof for exclusively charitable purposes in connection with promoting and advancing the charitable activities of the Corporation.
B. To do and perform all acts reasonably necessary for or incidental to the accomplishment of the purposes of the Corporation, and to do any and all things and exercise any and all powers, rights and privileges which a corporation may now or hereafter be authorized to do or exercise under the Tennessee Nonprofit Corporation Act, Tennessee Code Annotated, Section 48-51-101, et seq., and the corresponding provision of any future Tennessee Nonprofit Corporation Act, and as may be permitted to be carried on by an organization exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, and the corresponding provision of any future United States Internal Revenue Code.
C. No part of the activities of the Corporation shall be for the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of this Charter, the Corporation 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 Code or (b) by a corporation, contributions to which are deductible under the Code. The Corporation is prohibited from engaging in any political activity.
Section 4. Powers of Directors. The business affairs of the Corporation shall be managed by its Board of Directors, which shall exercise all such powers of the Corporation.
Section 5. Books of the Corporation. The Directors shall keep the books of the Corporation at such place or places as they may from time to time determine.
Section 6. Conflicts of Interest. Each Director represents and acknowledges that they owes a fiduciary duty to the Corporation and will recuse himself or herself on any matter which comes before the Corporation's Board of Directors for approval if a conflict of interest, or potential conflict of interest exists between the action being considered by the Board of Directors and the financial or business interests of such Director or any of his or her affiliates. The following additional requirements shall apply to each matter being considered by the Board of Directors if a conflict of interest or a potential conflict of interest exists with respect to one or more of the Directors :
(a) the interested Director must disclose the potential conflict of interest to the Board;
(b) the Board may ask the interested Director to leave the meeting during discussion of the matter that gives rise to the potential conflict;
(c) the interested Director will not vote on the matter that gives rise to the potential conflict;
(d) the Board must approve the transaction or arrangement by a majority vote of the Directors present at a meeting that has a quorum, not including the vote of the interested Director; and
(e) the Board meeting minutes shall slate which Directors were present for the discussion and vote, the content of the discussion, and any roll call of the vote.
If a Director has any interest in a transaction or arrangement that might involve personal financial gain or loss for the Director, in addition to the provisions described above; then in such event the following shall apply:
(f) if appropriate, the Board may appoint a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement;
(g) to approve the transaction, the Board must first find, by a majority vote of the Directors then in office, without counting the vote of the interested Director, that the proposed transaction or arrangement is in the Corporation’s best interest and for its own benefit; the proposed transaction is fair and reasonable to the Corporation; and, after reasonable investigation, the Board has determined that the Corporation cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances;
(h) the interested Director will not be present for the discussion or vote regarding the transaction or arrangement; and
the transaction or arrangement must be approved by a majority vote of the Directors, not including interested Directors.
Attached as Collective Exhibit A are the Conflict-of-Interest sample documents and the Employee Protection Policy to be maintained and updated by the Corporation as appropriate.
ARTICLE VI.
MEETINGS OF THE BOARD OF DIRECTORS
Section l. Place and Nature of Meetings. Meetings of the Board of Directors, whether regular or special, shall be held in Shelby County, Tennessee, and will be noticed to stakeholders and the local media via electronic means no less than 24 hours prior to the meeting.
Section 2. First Meeting of Directors. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the Directors at the annual meeting, and no notice of such meeting shall be necessary to the newly elected Directors to legally constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the Directors.
Section 3. Annual and Regular Meetings of Directors. Meetings of the Board of Directors may be held upon such notice or upon written waiver of notice and at such time and at such place as shall from time to time be determined by the Board. In addition, the Board, by resolution, may determine the date of the annual meeting and of other regular meetings of the Board and, upon such determination, said meetings may be held without additional notice.
Section 4. Special meetings of the Board of Directors may be called by the President, or any Officer, on five (5) days' notice to each Director, either personally, by mail, by fax, or email or other electronic means, Special meeting shall be called by the President, or any Officer, in like manner and on like notice on the written request of three (3) Directors.
Section 5. Waiver of Notice, Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice of waiver or notice of such meeting.
Section 6. When Meeting Not Required. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, or by email or other electronic response on a specific action(s).
ARTICLE VII EXECUTIVE COMMITTEE
Section l, Creation Powers and Duties. The Officers of the Corporation each shall serve as a member of the Executive Committee by virtue of their position as an officer of the Corporation.
The committee shall have and exercise all authority of the Board of Directors in the management of the Corporation except as otherwise required by law. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board.
The President, Secretary and Treasurer of the Corporation each shall serve as a voting ex officio member of the Executive Committee by virtue of their position as an officer of the Corporation.
ARTICLE VIII OTHER COMMITTEES
Section l . Creation Powers and Duties. The Board, in addition to its Executive Committee, shall constitute a Finance Committee, an Academic/Program Committee and a Development Committee, Additionally, the President may designate such committees as they deems advisable to assist with the affairs of the Corporation. By resolution adopted by a majority of the number of the Board of Directors, any such committee, to the extent provided in such resolution> shall have and exercise the authority of the Board of Directors in the management of the Corporation, except as otherwise required by law; in such event, such committee shall keep regular minutes of its proceedings and report the same to the Board.
ARTICLE IX. NOTICES
Section l. How Given. Whenever, under the provisions of the statutes of the Charter or these Bylaws, notice is required to be given to any Director or committee member, it shall not be construed to mean personal notice. Such notice may be given in writing, by mail, by fax, or email or other electronic means, addressed to such Director at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time the same shall be deposited- in the United States mail, or otherwise as customarily sent electronically. Notice, when given, shall be given by five (5) days' notice unless otherwise waived or modified by the Board.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or under the provisions of the Charter, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice,
ARTICLE X. OFFICERS
Section l . Number. The Officers of the Corporation shall be chosen by the Board of Directors and may be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional Officers, including Assistant Officer positions. Any office may be combined, except that the offices of President and Secretary shall be separate.
Section 2. Election. The Board of Directors, at its annual meeting, shall choose the Officers. Thereafter, Officers shall be elected at each annual meeting of the Corporation, or where appropriate, at a regular or specially called meeting in which a quorum is present.
Section 3. Other Officers and Agents. The Board of Directors may appoint such other Officers and Agents as it may deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 4. Compensation of Directors. Officers and Directors shall serve without remuneration for such services,
Section 5. Term of Office - Removal. The Officers of the Corporation shall hold office until their successors are chosen and qualified. Any Officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.
THE PRESIDENT
Section 6. Powers and Duties. The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the Board of the Directors, shall have
general and active management of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 7. Contracts-Specific Duties. The President shall execute contracts of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or President to some other Officer or Agent of the Corporation.
THE SECRETARY
Section 8. Powers and Duties. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. They shall give or cause to be given notice of all special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision they shall be. They shall have custody of the corporate seal of the Corporation, if any, and they or an Assistant Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by their signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other Officer to affix the seal of the Corporation and to attest the affixing by their signature.
THE TREASURER
Section 9. Powers and Duties. The Treasurer shall make a report of the financial condition of the Corporation at each regular meeting of the Board of Directors and shall generally perform the duties incidental to the office of Treasurer and shall ensure the safekeeping of the books of account showing the financial transactions of the Corporation.
Section 10. Corporate Funds. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipt and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
Section 11. Disbursals. The Treasurer shall disburse the funds of the Corporation as may be ordered or permitted by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all the transactions as Treasurer and of the financial condition of the Corporation.
Section 12. Bond. If required by the Board of Directors, they shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in their possession or under their control belonging to the Corporation. The cost of such bond shall be paid by the Corporation.
ARTICLE XI. INDEMNIFICATION
Section l . General Rule. The Corporation, to the fullest extent permissible under Tennessee Code Annotated, Sections 48-58-501, et seq., and any other applicable law, shall indemnify and hold harmless Directors, Officers and employees acting in an official capacity on behalf of the Corporation against personal liability, and may advance, pay for or reimburse the reasonable expenses incurred in the defense of any proceeding to which such individuals may be named. This right of indemnification shall not be deemed exclusive of any other right to which said persons otherwise may be entitled. This indemnification shall extend to such persons whether or not they continue to hold a position with the Corporation at the time such expenses and costs may be incurred. The Corporation may purchase and maintain insurance to the extent permissible under Tennessee Code Annotated, 548-58- 508, as may be amended.
ARTICLE XII. GENERAL PROVISIONS
CHECKS
Section l . Signatures. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
FISCAL YEAR
Section 2. Determination. The fiscal year of the Corporation shall be June 30, or such other time as may be determined by the Board of Directors.
SEAL
Section 3.
No Seal. The Corporation shall have no seal.
ARTICLE XIII.
AMENDMENTS
Section l .
How Amended. These Bylaws may be altered, amended, or repealed
or
new Bylaws may be adopted at any regular or special meeting of the Board of Directors, by a majority of the Directors present at a meeting at which a quorum is present and entitled to vote thereon.
CERTIFICATE
The above By-Laws were duly approved at an organizational meeting of the Incorporator and the Board of Directors, held on the 18th day of January, 2023.
TENNESSEE CAREER ACADEMY, INC.
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SECTION 2: BUSINESS OPERATIONS
SECTION 2.1: FISCAL ACCOUNTABILITY
The Tennessee Career Academy’s Fiscal Year is from July 1st through June 30th. The Executive Director shall submit for approval to the Tennessee Career Academy Board of Directors (TCA Board) an annual school budget for each fiscal year, reflecting the goals and priorities and supporting operational needs of the school. In January of each fiscal year the Executive Director shall submit to the Board the process that will be used in preparing the budget, including timelines for administrative review and final Board approval. In preparing the budget, the Executive Director must include the following steps: (1) assessment of the goals and priorities included in the existing fiscal year budget; (2) senior staff participation in the budget process; and (3) parent and community review and comments on the budget.
The format for preparing the budget shall be in accordance with the law, policy and procedures of the state and the authorizing authority. The TCA Board shall approve the budget by June 30th.
Once the budget is approved, monies must be expended in accordance with the approved budget. Any transfer of funds permitted by law, regulation or policy must receive prior approval by the TCA Board. If Federal funds are used, Federal directives regarding the use of funds and transfer of funds must be followed.
B. Board Meetings: The Board shall review financial statements at periodic Board meetings, including profit and loss statement and the balance sheet.
C. Expenses and Reimbursements
The TCA shall maintain the school’s accounts and records in accordance with accounting principles generally accepted in the United States and in conformity with the uniform chart of accounts and accounting requirements prescribed by the comptroller of the currency (Tennessee Code Annotated (T.C.A) 49-13-111) and the Tennessee Internal School Uniform Accounting Policy Manual. The TCA shall prepare and publish an annual financial report that encompasses all funds. (T.C.A. 49-13-111)
D. Audits
1. An annual audit by an outside firm shall be performed each year on the close of the prior year’s books. The audit shall be performed in advance of the statutory audit deadline for Tennessee charter schools. The audit shall include, but not be limited to, (1) an audit of the accuracy of the school’s financial statements, (2) an audit of the school’s attendance accounting and revenue claims practices, and (3) an audit of the School’s internal controls practices.
2. If the School receives over $750,000 from federal sources, the audit shall be prepared in accordance with any relevant Office of Management and Budget audit circulars.
3. The audit firm shall be on the State approved list of auditors.
4. At the conclusion of the audit, the back-office provider will review the audit with the Board and propose any changes necessary in operating procedures to comply with audit findings.
5. Form 990 Federal Tax Return: The selected audit firm will prepare the Form 990 tax return and send a copy to the school staff responsible for the audit. The school staff will review and send a copy to the Board of Directors for its review and approval before filing. Once approved by the Board, the school will notify the audit firm who will then prepare the final return for filing.
E. Bonding
Any member of the TCA Board, employee, officer or other authorized person who receives funds, has access to funds, or has authority to make expenditures from funds must hold a surety bond in a manner prescribed by state law. (8-19-101) The cost of the bond shall be paid by the charter school and shall be in an amount determined by the TCA Board. The Board and ED shall identify the specific employees or Board members who require bonding.
F. Fiscal Roles and Responsibilities
The following positions hold varied levels of responsibilities as it relates to school finances:
1. Director of Operations: In addition to overseeing daily business activities by managing resources and developing and implementing organizational plans for TCA, this person will oversee and manage vendor relationships, manage grants (reporting, reimbursements, tracking offsetting expenses), manage procurement and resource allocation, work with the back-office provider to review monthly financials and submit coding, and back-up financial documentation to the back-office provider.
2. Board Treasurer: In collaboration with the Executive Director and Director of Operations, the Board Treasurer will review fiscal and budget analysis and reconciliations for accuracy, support with preparation of financial reports as needed, review restricted budget and documentation for compliance and review the school’s financial documentation monthly to ensure compliance with State and Federal regulations.
3. Executive Director: The Executive Director will support with oversight, management and control of school budget, complete monthly reviews of school finances with the Director of Operations and back-office provider and review and approve financial reports to be submitted to the board monthly.
4. Back-office Provider: The School will contract with a back-office provider who will serve as an uninterested party to provide fiscal management resources.
SECTION 2.2: PROCUREMENT
A. Authorization of Expenditures
All purchases of goods and services shall be consistent with the Board-approved budget and will meet all requirements of state and federal laws, rules, and regulations Purchases less than $25,000 shall be approved by the Executive Director, who will review the proposed expenditure to determine whether it is consistent with the Board adopted budget and sign the check request and purchase order forms (if applicable). For purchases greater than $25,000, Board approval shall be required unless previously approved as part of a contract.
B. Contracts for Goods and Services
All professional services shall be provided for under a contract. Contracts for goods and services exceeding $25,000 on an annual basis shall require a bidding process of sufficient duration to ensure fair competition and shall be presented to the Board for approval prior to signing. Length of contracts shall be at the discretion of the Board. For purchases less than $25,000, the school will obtain at least 3 competitive quotes to ensure quality and cost efficiency.
For purchases requiring a competitive bidding process, TCA will issue a Request for Proposals (RFP) outlining the project scope, requirements, submission guidelines, evaluation criteria, and timelines. RFPs will be submitted to the school’s existing vendor list as well as publicized on the school’s website and other electronic media outlets.
The goal of the RFP process is to ensure:
1. Transparency and competition
2. Cost efficiency for the school in procuring services and goods
3. Reduction of risk by evaluating multiple vendors and their qualifications
4. Reduction of bias and to ensure objective assessment of vendors
After receiving vendor submissions, TCA (leadership team and Finance Committee) will evaluate each vendor’s proposal based on the defined criteria in the RFP (e.g., cost, technical capabilities, experience) and create a shortlist of potential vendors to narrow down the selection process. In the evaluation process, the school will verify (in sam.gov and/or other relevant databases) to ensure any vendor that has been suspended or disbarred is excluded from the selection process. The school leadership team and Finance Committee will present its recommendations to the Board for its consideration and vote. The Board reserves the right to select whichever vendor it deems most prepared to provide the required goods/ services without regard to the low bidder being the automatic selection. Once a vendor is selected, the school will move into the contracting phase with the selected vendor.
The school will ensure that contracts shall be made only with responsible and responsive suppliers with the following considerations:
1. The supplier has the ability to perform successfully under the terms and conditions of a proposed procurement;
2. A system for contract administration shall be maintained to assure supplier conformance with terms, conditions, and specifications of the contract and to assure adequate and timely follow-up of all purchases;
3. Contracts shall contain such provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where suppliers violate or breach contract terms and provide for such sanctions and penalties as may be appropriate; and
4. All contracts and procedures governing the process of awarding and issuing contracts will meet all requirements of state and federal laws, rules, and regulations.
No work or delivery of goods shall be performed or accepted before the contract is fully executed.
The Executive Director can propose to the TCA Board purchasing exceptions to this policy, such as Strategic Sourcing, Sole Source Purchases, Master Purchase Orders, and recurring purchases. A written justification and the funding source must accompany the proposals.
Additional Board approval is recommended in cases when the scope or cost of an approved contract has materially changed (more than 20%).
TCA will retain sufficient procurement records to detail the history of each procurement transaction. These records must include the rationale for the procurement method, contract type selection, contractor selection or rejection, and the basis for the contract price.
C. Contracts for Professional Services
Contracts for professional services “shall not be based upon competitive solicitations but shall be awarded on the basis of recognized competency and integrity.” (T.C.A. 12-3-1209) (Professional services include categories such as legal consultants and educational consultants). The TCA Board shall review, approve and sign all professional service contracts in excess of $25,000. The contracts must be in writing and must be accompanied by a written justification and the funding source. The TCA Board has the discretion to require issuance of RFPs or RFQs prior to selecting any professional service provider.
The TCA Board specifically delegates to the Executive Director the authority to approve and sign all professional service contracts up to $25,000. TCA Board approval is not required. The proposed contracts shall be in writing. The Executive Director may elect to require an RFP or RFQ prior to selecting any professional service contract. The Executive Director
must submit to the TCA Board quarterly reports listing all contracts for professional services approved during the quarter, including the funding source.
The Executive Director shall develop administrative rules and regulations listing supervisory and managerial staff with the authority to pursue contracts for professional services as well as procedures for submitting such requests. Approval by the Executive Director of a signed contract and issuance of a purchase order are required prior to implementation.
The Board expressly delegates to the Executive Director the authority to approve all
purchases of goods and nonprofessional services between $500 and $25,000 dollars.
Purchases of goods $25,000 or less are subject to the following requirements:
a. Does not require Board approval
b. The Board President is authorized to approve
c. Must be finalized with a written contract signed by the Executive Director
d. Requires issuance of a purchase order prior to implementation
a. Does not require Board approval
b. Does not require competitive quotes or a written contract
c. Must be approved by the Executive Director or designee
d. Requires issuance of a purchase order prior to implementation
a. Does not require Board approval
b. Does not require competitive quotes or a written contract
c. Must be approved by the Executive Director or designee
d. Requires submission of an invoice
4. Only the Executive Director can make emergency purchases. An emergency purchase in excess of $25,000 must be approved by the TCA Board Chair. All emergency purchases in excess of $25,000 must be presented to and approved by the full Board at its next scheduled Board meeting.
5. The Executive Director shall develop administrative procedures listing managerial and/or supervisory staff with purchasing authority. The Executive Director shall also develop appropriate forms and internal processes and procedures for submitting
bids, preparing contracts, and submitting purchase orders and invoices.
6. Failure to comply with this policy can result in disciplinary action and/or personal liability for any financial obligations incurred due to noncompliance.
7. Any vendor who violates this policy is subject to sanctions up to, and including, disbarment.
D. Invoices
1. Invoices under $25,000 must be approved by the Executive Director.
2. Invoices for $25,000 or more that are not part of a Board-approved contract must be approved by the Executive Director and the Board Treasurer.
3. Accounts Payable: The school shall adhere to the back-office provider’s accounts payable policies and procedures.
4. Credit and Debit Card Usage: TCA has an approved combined credit card limit of $50,000. Authorized card holders include the Executive Director and the Director of Operations. Credit card statements will be reconciled on a monthly basis.
5. Other Electronic Payments: Other electronic methods (wire, ACH, transfer between bank accounts, etc.) shall not be permitted for payment of any expenses or reimbursements in excess of $5,000 without the express written consent of the Executive Director and Board Treasurer.
6. Employee Reimbursements: Business meals shall be reimbursed using standard applicable IRS guidelines. Under no circumstances shall alcohol be reimbursed. The Executive Director must obtain a Board member’s authorization on reimbursement requests payable to the Executive Director’s name.
7. Personal Use of School Funds: Use of School funds for personal use is prohibited. Violation of this policy shall result in discipline up to and including dismissal or removal, including from the Board.
Compliance with these procurement policies will be monitored and reviewed annually, including a review of proper documentation for all purchases and contracting processes. Any school employee’s non-compliance with these policies will result in potential disciplinary actions, including up to suspension or termination.
E. Purchases with Federal Grants
Before federal grant funds are obligated or expended, the Executive Director shall review the cost of a proposed expenditure and determine if it is an allowable use of federal grant funds, it is a necessary purchase for the school, and that is not duplicative of any items already purchased by the school. The Executive Director will minimize the time that elapses between the transfer and disbursement of funds once an expenditure is approved.
F. Federal Cash Management
Generally, the school receives payments for federal grants on a reimbursement basis. However, in the event that federal funds are advanced to the school, the school will comply with applicable methods and procedures for payment that minimize the time elapsing between the transfer of funds and disbursement by the school, in accordance with the Cash Management Improvement Act. If the school receives an advance in federal grant funds, the school will remit interest earned on the advanced payment quarterly to the federal agency. The school may retain allowable interest amounts for administrative expenses.
According to guidance from the U.S. Department of Education (USDE), when calculating the interest earned on USDE grant fuds, regardless of the date of obligation, interest is calculated from the date that the federal funds are received until the date on which those funds are disbursed by the school.
All records and supporting documents related to the bidding and contracting process for purchases will be maintained for 5 years and until the resolution of any litigation, claim, negotiation, audit, or other action involving records.
H. Mandatory Disclosures For Federal Awards
The school will properly disclose whenever, in connection with its Federal awards (including any activities or subawards thereunder), it has credible evidence of the commission of a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). The disclosure will be made in writing to the Federal agency, the agency's Office of Inspector General, and pass-through entity (if applicable).
SECTION 2.3: BANKING
A. The TCA Board shall authorize the establishment of commercial bank accounts for the purposes of school operations. Funds will be deposited in non-speculative accounts including federally insured savings and/or checking accounts and/or invested in non-speculative federally backed instruments and/or standard money market accounts.
B. The General Checking Account shall be the primary account for school needs. Authorized signatories to this account shall be the Executive Director and the Board Treasurer. Checks above $25,000, and checks payable to an authorized signer, must be signed by two authorized people. Authorized signers for checks above $25,000 from this account shall be the Executive Director and Board Treasurer.
C. The General Checking Account shall be reconciled monthly by an outsourced back-office provider that does not have the ability to approve expenses or disburse funds from the account.
D. Deposits of Receipts – the school will deposit all funds received as soon as practical upon receipt, but in no case longer than 3 days. Designated clerical personnel will open all mail daily, immediately sort all checks and forward them to the Director of Operations or Executive Director. The Executive Director or Director of Operations will immediately endorse the checks to the appropriate school bank account and prepare appropriate deposits as soon as practical, but in no case, longer than 3 days.
A. Capitalization and Depreciation
The school will capitalize and depreciate all assets costing $5,000 or more. All other assets are charged to expense in the year incurred. Capitalized assets are recorded at cost and depreciated under the straight-line method over their estimated useful lives which can range from:
1. Leasehold Improvement – Lease term or 5 years, whichever is shorter
2. Equipment – 3 years
3. Furniture – 5 years
4. Repair and maintenance costs, which do not extend the useful lives of the assets, are charged to expense. The cost of assets sold or retired and related amounts of accumulated depreciation are eliminated from the asset accounts, and any resulting gain or loss is included in the earnings in the year.
B. Management of Property and Equipment (Including property and equipment secured by Federal Grant Awards)
1. Property records will be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property (including the FAIN), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property.
2. A physical inventory of the property will be taken and the results reconciled with the property records at least once per year. A control system will be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated and reported to the proper authorities, including the police and local, state, or federal government agencies. Equipment over $5,000 and easily-walkable equipment over $500 must be included in the school’s inventory.
3. Adequate maintenance procedures will be developed to keep the property in good condition, which shall be conducted by internal personnel or through contracted technology services.
4. If the school is authorized or required to sell the property, proper sales procedures will be established to ensure the highest possible return.
C. Disposal of Surplus Property and Donations:
1. Surplus property shall mean property that is no longer in use, is damaged beyond repair, or that the school feels will have no future value to the school’s program, and that is declared to be surplus property by the Board. If the School wishes to dispose of equipment or other surplus property, the Board shall declare the property surplus and shall direct the staff on the actual means of disposal of the property, such as sale, donation, or destruction and disposal.
2. If the School wishes to donate equipment or other surplus property, the Board shall declare the property surplus and authorize the donation. Requirements for potential receiving organizations shall include: (1) the receiving organization is fully independent of the school, with none of the School’s Board members or key personnel involved in the receiving organization; and (2) the receiving organization shall be a non-profit or governmental entity related to education. In addition, the school shall secure a receipt from the receiving organization for the donated property and shall remove the asset from the school’s books and record the donation as required by state and federal audit guidelines.
3. Property Acquired with Federal Grant Funds: If the property in question costs $5,000 or more at the time of acquisition and was acquired with federal grant funds, the School shall notify the federal contract administrator prior to donating or disposing of such property as provided above and will adhere to all Federal guidelines around property and equipment disposition (as outlined in Uniform Grants Guidance 200.33, 200.313).
SECTION 2.5: OTHER POLICIES
1. New Employees: Requests for new employees shall be initiated by the Executive Director and be consistent with the approved annual personnel budget. New employees shall complete an Application for Employment and all necessary paperwork for payroll. New employees shall be fingerprinted consistent with State law. Fingerprint and background clearance must be received by the school before any employee may start work.
2. Employees shall accrue vacation and sick leave time based on the personnel policy of the school.
3. Timekeeping (for hourly staff): The Executive Director or Director of Operations shall develop procedures to ensure accurate and timely preparation of timesheets for hourly employees.
4. Independent Contractors: The school shall only engage independent contractors if the following practices are followed:
· The expense is within the approved budget or separately approved by the Board.
· The contractor provides IRS form W-9;
· IRS rules are followed regarding classification of staff as contractors versus employees; and
· The work is done under contract.
1. All employees can be reimbursed at the standard mileage rate per mile as determined by the Internal Revenue Service for use of their own vehicle for business related travel pre-approved by their supervisor, not including an employee’s standard commute to and from their worksite. In addition, parking fees and tolls paid are reimbursable if supported by receipts.
2. All employees requesting such mileage reimbursement are required to furnish an Expense Report containing the destination of each trip, its purpose and the miles driven, parking fees and tolls, within one month after the travel date, supported by receipts, if applicable.
3. Notwithstanding the above, the school may adopt a separate policy to supplement the above policies and procedures.
All financial records and programmatic records, supporting documents, statistical and other records of the school will be maintained for 5 years until the resolution of any litigation, claim, negotiation, audit, or other action involving records.
The school as a public charter organization operating in the State of Tennessee, will adopt the policies of the Internal School Funds Accounting Manual developed and published by the TN Comptroller of the Treasury.
The purpose of the Manual is to provide uniform policies and procedures for the management of student activity and other internal school funds in Tennessee public schools. The 1976 Tennessee General Assembly amended Tennessee Code Annotated, Section 49-2-110, to require the Tennessee Department of Education to prepare a “Uniform Accounting Policy Manual,” subject to the approval of the Comptroller of the Treasury and the Commissioner of Finance and Administration, for use in individual schools. Specific policies adopted by the School include:
1. Internal School Fund Bank Account: The school will maintain a separate bank account for Internal School Funds revenues and expenses that will be reconciled on at least a quarterly basis and at year-end. These practices will be in accordance with the Tennessee Internal School Uniform Accounting Policies Manual.
2. Three Day Deposit: The school will deposit Internal School Funds receipts within 3 business days as required by the Tennessee Internal School Uniform Accounting Policies Manual.
3. Internal School Funds Documentation: The school will maintain all backup receipts and expense documentation related to Internal School Funds that substantiate recorded amounts received and paid. These practices will be in accordance with the Tennessee Internal School Uniform Accounting Policies Manual.
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SECTION 2.6: CONFLICT OF INTEREST
A. General Prohibition
A conflict of interest exists when the personal or professional interest of an employee, or a member of such employee’s family, of Tennessee Career Academy, Inc., has a position that affects his or her ability to be objective on behalf of the Tennessee Career Academy. As these individuals are likely to be affiliated with many organizations in their communities, both on a professional and a personal basis, it is not unusual for actual or potential conflicts of interests to arise. This policy defines how the TCA Board interprets conflict of interest and what steps are expected and required to be taken to deal with such conflicts when they occur.
It is expected that no employee shall use his or her position, or knowledge gained therefrom, in such a manner that a conflict arises between the interests of the TCA and his or her personal or professional interests. Each employee who holds a position with the Tennessee
Career Academy has the duty to place the interests of the school foremost in any dealings on behalf of the TCA and has a continuing responsibility to comply with this policy.
B. Tennessee Career Academy Employees
In general, conflict of interest issues involving TCA employees fall into two categories:
1. Employees participating in operational or business activities on behalf of the school, such as purchasing goods and services, letting contracts, or hiring applicants for competitive positions; and
2. Employees responsible for performing academic or instructional-related activities on behalf of the school (e.g., an instructor recommending textbooks or other instructional materials, an athletic coach advising students athletes on college choices)
Examples of prohibited activities include:
a. an employee involved in the bidding process (e.g., secretary, supervisory or management official) providing confidential information outside of the procurement protocol to an interested vendor, contractor or supplier
b. an employee involved in the procurement and requisition process directly or indirectly accepting or receiving rebates, gifts, money or anything of value, or future benefits from an individual or business to whom a contract has been or may be awarded ( T.C.A. 12-4-106)
c. any employee not involved in procurement process who accepts expensive gifts from actual or potential vendors or educational partners, such as textbook vendors advertising a new educational product. (Gifts can include airplane tickets, tickets to ball games, and expensive decorative items, such as a crystal bowl.) Token gifts such as pens and notepads are acceptable.
d. a principal, teacher or supervisor who accepts gifts (or solicit loans) from employees or students. Token gifts are acceptable.
C. Compliance Procedures
Determining whether an employee is involved in a conflict of interest situation is not based on a job category or department, but on whether the employee is entrusted to make
decisions or recommendations in a specific situation on behalf of the Tennessee Career Academy. If an employee, or an immediate family member, has a direct or even indirect interest in an existing or proposed transaction of the TCA in the form of a personal or organizational financial interest in the transaction, or any contracts or agreements with the Company, or directly or indirectly, holds a key position in such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction, and shall make such disclosures annually. Disclosure shall be made to the Executive Director or designee. An employee must not act to resolve the actual or potential conflict solely by himself or herself.
D. Statutory Exceptions
It is unlawful for any teacher, supervisor, commissioner, director of schools, member of a board of education or other school officer to have a direct or indirect pecuniary interest in supplying books, maps, school furniture or other apparatus to the school or act as an agent of vendors pursuing these opportunities on promise for reward for influencing a school’s decision on such purchases. This prohibition shall not be construed to include the authors of books. (T.C.A. 49-6-2003(a))
A spouse or family member of a principal, teacher or other school administrative employee can participate in business transactions with the TCA where a sealed competitive bid
system is used; provided that the principal, teacher or administrative employee does not have discretion in the selection of bids or certifications. (T.C.A. 49-6-2003(b))
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SECTION 2.7: FRAUD, WASTE AND ABUSE
The Tennessee Career Academy expects the highest level of ethical behavior and fair dealings by all employees at the school. Creating an ethical culture is important for public accountability, for efficient and effective operations and for maintaining employee morale. The Tennessee Career Academy Board, therefore, prohibits all employees from engaging in fraud, waste or abuse.
A. Definition of Fraud, Waste and Abuse
The Tennessee Comptroller of the Currency defines these terms:
Fraud—An intentional deception that violates a law or the public trust for personal benefit or the benefit of others.
Waste—Behavior involving the extravagant, careless, or needless use of government funds, property and/or personnel.
Abuse—Behavior involving the use of government funds or property that a prudent person would not consider reasonable and necessary business practice given the facts and circumstances.
Any individual who commits any of these acts can be disciplined, including termination of employment. Depending upon the circumstances, legal redress also may be necessary to resolve the issue and obtain restitution.
Examples of fraud, waste and abuse in a school environment include the following:
· Altering an employee’s timecard or the school’s payroll (fraud)
· Using school property for a private business (fraud)
· Altering a student's academic record (fraud)
· Taking excessive travel or staying at expensive hotels (waste)
· Purchasing expensive lamps or other office accessories (waste)
· Using an official position to obtain a personal favor (abuse)
· Bullying and harassing subordinates (abuse)
B. Reporting Fraud, Waste and Abuse
State law requires that a public official must report acts he or she reasonably believes constitute fraud, waste or abuse to the Office of the Comptroller within a reasonable
amount of time. (A public official is a person elected or appointed to any office of a public entity (Local Government Instances of Fraud Reporting Act T.C.A. 8-4-503). Employees
who believe that fraud, waste, or abuse have occurred have four options:
1. Contact the Executive Director or designee
2. Call the Hotline for the Comptroller of the Currency: 1.800.232-5454;
3. Call the Tennessee Department of Education, a committee of the general assembly or an individual official (T.C.A. 49-5-1408); or
4. Call the TCA Hotline for Reporting Complaints (number TBD)
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A. Whistleblower Policy
Any employee who reports alleged fraud, waste or abuse is protected by state law and by the Tennessee Career Academy’s Whistleblower Policy. Retaliation against such an
employee is strictly prohibited. Any person who is found to have engaged in retaliatory behavior can be subject to disciplinary action, including termination of employment.
Each employee will receive training on the whistleblower policy each year and will sign the following statement:
Employee Protection (Whistleblower) Policy
If any employee reasonably believes that some policy, practice or activity of Tennessee Career Academy, Inc., or any of the related entities (collectively called the "Company") is in violation of law or Company policy, a written complaint must be filed by that employee with the School Leader, Supervisor, or any member of the Board of Directors.
It is the intent of these organizations to adhere to all laws and regulations that apply to the organizations, and the underlying purpose of this policy is to support the organizations' goal of legal compliance. The support of all employees is necessary to achieve compliance with various laws and regulations. An employee is protected from retaliation only if the
employee brings the alleged unlawful activity, policy or practice to the attention of the designee of the Company with a reasonable opportunity to investigate and correct the
alleged unlawful activity. The protection described below is only available to employees that comply with this requirement.
The Company will not retaliate against an employee who, in good faith, has made a protest or raised a complaint against some practice of the Company, or of an individual or entity with whom the Company has a business or professional relationship, on the basis of a
reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
The Company will not retaliate against employees who disclose or threaten to disclose to a supervisor or public body any activity, policy or practice of the Company that the employee reasonably believes is violation of a law, or a rule or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare or protection of the environment.
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SECTION 2.8: GIFTS, DONATIONS AND GRANTS
The TCA is committed to preparing students for future academic and career pursuits. The school’s mission attracts individuals, businesses and community organizations that wish to contribute to students’ success by making financial gifts and donations of goods and services that will enhance the school’s various programs and activities. The TCA also authorizes staff to pursue grant funding that will enhance the educational experience for students. The TCA encourages and welcomes such gifts, donations, and grants.
A. Gifts and Donations
The TCA Board accepts gifts and donations in accordance with the following guidelines:
1. The gift or donation must further the educational goals of the school.
2. Appreciation for the gift or donation shall be publicly acknowledged by the TCA Board in a timely manner.
3. Any gift or donation of real or personal property becomes the property of TCA.
Unless there is a specific purpose designated by the donor (e.g., to support a
specific CTE course), TCA shall use the gift or donation in the best interest of the school.
4. Acceptance of a gift or donation shall not be conditioned on any public endorsement of any business or commercial product.
5. The TCA Board reserves the right to reject any gift or donation from any individual or business that would affect the school adversely.
B. Grants
Staff may pursue private, local, state and Federal discretionary grant opportunities to support the school’s programs and activities. The following guidelines apply.
1. The grant must further the educational goals of the school.
2. The grant must be managed and administered within the fiscal and program guidelines of the grantor.
3. A staff person must be identified as the grant administrator.
C. Approval Authority
1. The TCA Board shall approve all donations of real property, and other gifts and donations in excess of $5,000.
2. The TCA Board shall approve all grants in excess of $10,000.
3. The T.C.A. Board expressly delegates to the Executive Director the authority to approve all donations of money up to $5,000 and all gifts valued at $5,000 or less.
4. The Executive Director shall approve all grants of $10,000 or less.