VPCS Governing Board By-Laws
December 11, 2017
Voyager Public Charter School
Governing Board Bylaws
The principal office of the Voyager Public Charter School Governing Board shall be at such place as the
Governing Board shall from time to time determine. The Governing Board may have other offices, either
within or without the State of Hawaii, or as the activities of the Governing Board may require from time to
Voyager Public Charter School Governing Board’s Purpose, Powers and, Duties
2.01 Governing Board Powers and Duties
The Voyager Public Charter School Governing Board, as defined in Act 130, is the independent Governing
Board of Voyager Public Charter School, party to the charter contract with the authorizer that:
• Is responsible for the financial, organizational, and academic viability of the charter school and
implementation of the charter;
• Possess the independent authority to determine the organization and management of the school,
the curriculum, and virtual education;
• Has the power to negotiate supplemental collective bargaining agreements with exclusive
representatives of their employees and is considered the employer of charter school employees
for purposes of Chapters 76, 78, and 89; and
• Ensures compliance with applicable state and federal laws.
2.02 Governing Board Purpose
The purpose of the Governing Board is to understand and support the mission, vision and purpose of
Voyager Public Charter School. The Governing Board aims to assist Voyager Public Charter School in its
mission to “raise the bar of public education” in Hawai’i.
Voyager Public Charter School Vision
• Students are enthusiastic partners in the learning process.
• Students’ performance levels and self-esteem rise and remain high.
• Working at or with Voyager Public Charter School is enjoyable and rewarding.
• Our community reaps the rewards of an improved education system as graduates excel in college,
career, and service.
• Voyager Public Charter School becomes a role model that leads the transformation of education
in Hawaii and the nation.
The members of the Governing Board have the fiduciary duty to oversee the business and affairs of
Voyager Public Charter School and to exercise all the powers and perform all the acts which the Governing
Board may legally exercise and perform.
Governing Board Composition, Terms, and Organization
The Governing Board will be organized in compliance with relevant Hawaii Statutes.
3.01 Number and Qualifications
In selecting members, consideration will be given to persons who:
1. Provide the Governing Board with a diversity of perspective and a level of objectivity that accurately
represent the interests of Voyager Public Charter School students and the surrounding community;
2. Demonstrate an understanding of best practices of nonprofit governance
3. Possess strong financial and academic management and oversight abilities, as well as human
resource and fundraising experience; and
4. Possess expertise and qualifications in other areas determined to be relevant by the Governing
All positions are voluntary. There will be a minimum of seven voting members. Composition includes:
• The School Principal who serves as ex officio members (non-voting)
• 2 Parent/Guardian representatives
• 2 teacher/staff representatives
• A minimum of 3 community representatives
The Governing Board may vote to increase the total number of members to meet current needs.
Additional restrictions to the constitution of the Governing Board:
• No more than one -third of the members of a Governing Board can be employees or relatives of
employees of Voyager Public Charter School under the jurisdiction of that Governing Board.
• No employee or relative of an employee of Voyager Public Charter School may serve as the chair
of the Governing Board of that charter school unless the State Public Charter School Commission
grants an exemption based upon a determination that it is in the best interest of the school.
• No parent of a student of Voyager Public Charter School may serve as the chair of the Governing
Board of that charter school unless the State Public Charter School Commission grants an
exemption based upon a determination that it is in the best interest of the school.
• Any employee of Voyager Public Charter School will recuse themselves when confidentiality is a
concern in personnel matters.
3.02 Terms and Attendance
All Governing Board members will be elected to serve for one, 1-2 year term, with the exception of the
Principal and who serves as ex officio member during the duration of the contract. Terms will be staggered
within each constituent group so that there is continuity for the teacher, parent, and community members
by including 1 year terms when necessary. The parents, teachers, and community members may be
elected to serve no more than two consecutive, two year terms. Former members are able to serve again
once there has been a minimum of a one term break in service.
Attendance of voting members at monthly Governing Board meetings is mandatory. Members and officers
who miss two consecutive meetings or three total meetings in one school calendar year shall be removed
unless the board votes to retain the board member. Attendance will be recorded on an annual Governing
Board attendance roster with each member present signing in at the beginning of each meeting. Tardies
in excess of 15 minutes will be considered an absence. Open positions are filled following the Governing
Board’s election procedures.
Elections will be held to fill available Governing Board positions from their respective constituent group.
The Governing Board will determine the group or association that will be responsible for facilitating the
election from each of these groups. The representatives of the community will be elected by the Governing
Board. Each position will have a term of 1-2 years. Terms will begin at the July meeting of the Governing
Board and conclude at the June meeting after 1-2 years’ time. Community members must not have an
immediate family relation to a person on the Governing Board who is a member of one of the other
represented constituent groups. Persons elected by the Governing Board as community members may
not qualify for participation on the Governing Board as a member of another constituent group: parent,
teacher, support staff, student or principal.
3.04 Conflict of Interest
The members of the Governing Board have an obligation to exercise their authority and to carry out the
duties of their respective positions for the sole benefit of Voyager Public Charter School. Each member
will be required to sign the Annual Disclosure/Conflict of Interest form ensuring that no member of the
Governing Board shall vote on matters in which such member, or a parent, spouse, child, partner,
employer, or similar related business entity has an interest in a property or business that would be affected
by such action.
A quorum will be defined as 50% of current voting membership, plus one member. Decision making can
only occur when there is a quorum. The act of the majority of the members present at a meeting at which
a quorum is present will be the act of the Governing Board.
The Governing Board meets monthly and may hold special meetings. Special meetings may be called in
the event of an emergency with 24 hour notice.
Draft agenda will be submitted to members by the Chair of the Board via the Board Secretary, 10 days
prior to the meeting. The final agenda along with accompanying materials will be sent to members and
posted on the website 6 days prior to the meeting. Agenda will include any items requiring a vote.
3.07 Telephone Meetings
Subject to the notice requirements in Section 3.09 of these bylaws, members of the Governing Board or
any committee designated thereby may participate in a meeting of the Governing Board or of such
committee by means of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time. Participation by such means
will constitute presence in person at a meeting.
3.08 Action Without Meeting
Any action required or permitted to be taken at any meeting of the Governing Board or any committee
designated thereby may be taken without a meeting if all the Governing Board members or all of the
members of the committee, as the case may be, provide approval in writing or via electronic
correspondence. Such consent will be filed with the minutes of the Governing Board or committee,
as the case may be: and will have the same effect as a unanimous vote.
3.09 Notice of Members
Notice of the time and place of any meeting of the Governing Board outside the regularly scheduled
meetings on the annual meeting calendar will be given to each member by the Secretary or by the person
or one of the persons calling the meeting, not less than 48 hours before the date set for the meeting, by
advising each member by telephone, by email, by word of mouth or by written notice of such meeting. Non-
-receipt of any such notice will not invalidate any business done at any meeting at which a quorum is
3.10 Public Notice
The Governing Board will make meeting notices and agendas available at least six calendar days before
a public meeting on the Voyager Public Charter School website and SPCSC’s website. Notices and
agendas will be publicly accessible at the Voyager Public Charter School office or the SPCSC’s office
during regular business hours.
The Governing Board meeting minutes will be available 60 calendar days after the public meeting or five
calendar days after the next public meeting, whichever is sooner. within 30 days of the meeting or within 5
days of approval. Notices and agendas will be publicly accessible at the Voyager Public Charter School
office or the SPCSC’s office during regular business hours.
The standing committees of the Governing Board are:
• Governance and Policy
• Excellence in Education
• School Leader and Organization.
The Governing Board may establish and dissolve standing, as well as ad hoc, committees to support the
work of the Governing Board, provided that their duties are consistent with Hawaii Revised Statutes.
No employee or relative of an employee of Voyager Public Charter School may serve as the chair of the
School Leader and Organization Committee.
3.12 Presumption of Assent
A member present at a meeting of the Governing Board at which action on any Governing Board matter is
taken will be presumed to have assented to the action taken unless such member’s dissent will be entered
in the minutes of the meeting or unless such member will file a written dissent to such action with the
Secretary of the meeting before the adjournment thereof or will forward such dissent by registered mail to
the Secretary of the Governing Board immediately after the adjournment of the meeting. Such right to
dissent will not apply to a member who voted in favor of such action. Record will be kept of how individual
Governing Board members vote and included in the minutes, as required by Act 130.
3.13 Removal of Governing Board Members and Filling of Vacancies
At a meeting of the Governing Board called expressly for that purpose, any member may be removed, with
cause by vote of a majority of the members present then entitled to vote. The Governing Board may fill
any vacancies which exist for the remainder of the term.
The officers of the Governing Board consist of the Chairperson, Vice Chairperson, Treasurer, and
Secretary. Any two or more of the offices may be held by the same person, provided however, that the
Governing Board will have two or more individuals as officers. The officers will be appointed annually by
the Governing Board at its July meeting and will hold office until the next annual meeting and thereafter
until their successors are duly appointed and qualified, subject, however to removal by the Governing
Board. No parent, employee or relative of an employee may serve as the Chair of the Governing Board
but they may serve in other offices.
The Governing Board will maintain a list of the current names and contact information of the Governing
Board members and officers on the Voyager Public Charter School website and the SPCSC’s website.
Vacancies which may occur in any office will be elected by the Governing Board for the
remainder of the term of such office.
4.03 Removal of Governing Officers and Filling of Vacancies
Any officer or agent may be removed by the Governing Board whenever, in its judgement, the best interest
of the Governing Board will be served thereby. At a meeting of the Governing Board called expressly for
that purpose, any officer may be removed by a vote of a majority of the members then entitled to vote. The
Governing Board may fill any vacancies which exist.
4.04 Chair of the Governing Board
The Chair of the Governing Board presides at all meetings of the Governing Board and shall perform such
other duties as may be required by these bylaws or the Governing Board. Other than the general operation
of the school which will continue to be run by the principal and subject to the oversight of the Governing
Board, the Chair of the Governing Board will have general charge and care of the business and property
of the Governing Board.
4.05 Vice Chair of the Governing Board
In the absence, disability or refusal to act by the Chair, the Vice Chair shall perform all of the duties of the
Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.
The Vice Chair of the Governing Board shall have such powers and perform such other duties as from time
to time may be prescribed by the Chair, the Governing Board or the bylaws.
The Treasurer will serve as Chair of the Finance Committee and (in conjunction with Finance Committee)
shall oversee the financial and accounting matters of the Governing Board, and exercise general oversight
of Voyager Public Charter School funds. The Treasurer shall perform all other duties assigned by the Chair
or the Governing Board.
The Secretary shall keep the attendance roster and minutes of all meetings of the Governing Board. The
Secretary shall keep or cause to be kept a register showing the names of the members and officers with
their contact information. The Secretary shall give notice in conformity with state requirements and the by
laws of all meetings of the Governing Board. The Secretary shall also perform all other duties assigned by
the Chair or the Governing Board.
5.01 No Liability
No member or officer of the Governing Board who serves without remuneration or expectation of
remuneration shall be liable for damage, injury or loss caused by or resulting from the person’s performance
of, or failure to perform, duties of any position to which the person was appointed, unless the person was
grossly negligent in the performance of, or failure to perform such duties.
The Governing Board shall indemnify each person who was or is a party or is threatened to be made a
party to any threat, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that the person is or was a member or officer of the Governing Board.
The bylaws may be amended, altered, or repealed and new bylaws may be adopted by the affirmative vote
of two-thirds of the voting members of the Governing Board, as provided by charter school law.
The undersigned Secretary and Chair of the Voyager Public Charter School Governing Board does hereby
certify that the foregoing is a true, correct and complete copy of the bylaws of the Governing Board.
*See attachment for certification of document dated 11Dec17.