All budgets must be approved by a majority of the board. Unless otherwise provided by law or the Articles of Organization, members of the Board of Trustees may participate in a meeting of such board 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, and participation by such means shall constitute presence in person at a meeting. As used in this paragraph, the terms "trustees" or "officers" include their respective heirs, executors and administrators, and an "interested" trustee or member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds in then pending. Trustees will be elected by the members at the annual meeting. The governing body of the association is the board. Recently revised and updated the Bylaws and Certificates of Incorporation of several independent schools to enhance the operation and functioning of their … BYLAWS OF Bells Independent School District Education Foundation ARTICLE I NAME, PURPOSE, OFFICES. The Group has broad experience in the area of special education. (b) Other associations, whether in or out of the United States, which are concerned with independent school education. The PGPs reflect the overall dedication to quality education that has always characterized independent schools. Independent schools, private schools and public schools are essentially the same thing. Section 2. Other types of schools, such as charter schools and other non-independent public and other schools. The Association may, to the extent legally permissible and only to the extent that the status of the Association as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its trustees, officers, employees and other agents (including persons who serve at its request as directors, officers, or trustees of another organization or in a capacity with respect to any employee benefit plan in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which may be threatened, while in office or thereafter, by reason of his being or having been such a trustee or officer or other person to be indemnified, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided however, that as to any matter disposed of by a compromise payment by such person to be indemnified, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the Association, after notice that it involves such indemnification: (a) by a disinterested majority of the trustees then in office; of (b) by a majority of the disinterested trustees then in office, provided there has been an opinion in writing of independent legal counsel to the effect that such person appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Association; or (c) by a majority of the disinterested members entitled to vote, voting as a single class.