PROTECTION OF TEACHERS A. The parties agree that they shall give support to the discipline procedures and policies of the Board and the items related to student discipline in this Agreement. The administration and the teachers recognize a mutual responsibility for the enforcement of such policies. It is also agreed that such policies will be enforced fairly and consistently without favoritism due to race, creed, color, or sex.
B. Whenever a teacher is absent from school as a result of compensable injury occurring in the course of his/her employment, he/she will be paid his/her full salary for a period not to exceed 90 days with no loss of fringe benefits, and no part of such absence will be charged to his/her annual or accumulated sick leave. The parties acknowledge that payment of workers’ compensation leave under this section fully satisfies the Board’s obligation to pay temporary total disability benefits under workers’ compensation law so no duplication of benefits may occur during this 90 day period. As such, any workers’ compensation payments made for temporary disability due to said injury and applicable to the aforementioned 90-day period shall be endorsed over to the Board. If during the 90 day period the employee was granted leave from the sick bank, and it is subsequently determined that the employee was absent as a result of a compensable injury, the Board shall restore any used sick bank leave occurring during the aforementioned 90 day period. The teacher may apply for an unpaid leave of absence under Article 17 of this Agreement without affecting any benefits which may be due under the workers’ compensation law. The Board will reimburse teachers for the cost of medical, surgical, or hospital services (as covered under workers’ compensation insurance) incurred as the result of any injury sustained in the course of his/her employment.
C. In the event of bomb threats against school system property, teachers will not be asked to search for bombs.
D. Teachers, with the exception of pupil personnel workers, need not discuss student problems with parents away from the school site.
E. In case of an assault by a student, or a nonstudent, on school property, including the school parking lot, on a teacher, causing damage or loss to his/her personal property--such as clothing--the Board shall make an equitable financial adjustment with the teacher for personal property losses not otherwise covered by insurance or restitution.
F. Any physical assault upon a teacher by a student may result in suspension of said student based on an investigation of the incident conducted by the school administrator. Administration will follow established school system discipline guidelines. Except cases involving students with disabilities, no student shall be returned to class without conferring with the teacher.
G. In the event of threats made against staff members the administrator will review and explain the school system Threat Management Process with the affected staff member. Throughout the process, the affected employee will be provided access to available resources within the system to address emotional wellbeing. At the conclusion of the investigation, the employee will be informed of the outcome.
H. A comprehensive and thorough review of the Emergency Operating Procedures will occur prior to the end of September each school year. This review will include the roles, responsibilities, and expectations of staff members in the event of an emergency. Information and instructions on accessing 911 will be included.
I. No visitor shall be permitted to enter a classroom without approval of the administrator. A teacher will be notified, 24 hours in advance, either orally or in writing, in advance by a school administrator. The teacher may request that the visit be rescheduled based on the instructional needs and the best interests of the students.
J. The Board shall provide, at the teacher’s request, legal counsel to defend the teacher in an action arising out of an assault on a teacher in the course of the teacher’s professional duties or arising out of any disciplinary action taken by a teacher in accordance with the disciplinary policy of the county.
K. The teacher shall be informed in advance of the assignment of an instructional assistant and/or paraprofessional, and such assignment shall not be withdrawn except in case of emergency. The assignment may be withdrawn if the instructional assistant is assigned as a substitute for a teacher for that day only.
L. Except for students with disabilities, if a student has been apprehended in a plan to cause serious injury or death to a teacher as determined under the school system’s threat management plan, that student will not be returned to that teacher’s classroom.
M. No teacher will be disciplined or reprimanded without cause.
N. Following the provision of due process per the established Board policy on Employee Conduct and Discipline, Association representative (s) shall be entitled to accompany and represent a teacher at any hearing or meeting involving disciplinary action to be taken against the teacher at that meeting. Before the Superintendent/designee issues the disciplinary action, the teacher will be provided at least one work day of advance notice of the meeting.
1. The teacher will be advised that disciplinary action is being considered.
2. The teacher will be advised of his or her right to have Association representation at the meeting.
3. The Superintendent/designee is not obligated to postpone the meeting with the teacher nor to suggest or secure alternate representation if the individual Association representative requested is unavailable. Except in cases when the urgency of the situation dictates otherwise, the meeting may be delayed up to one additional workday to secure representation for the teacher.
O. Teachers shall have the right, upon request, to review the contents of their personnel file, maintained by the Office of Human Resources, in the presence of a Human Resources administrative staff member, and to receive copies at Board expense of any documents contained therein which are not available from the original source or which the teacher had not previously received. A teacher shall be entitled to have a representative(s) accompany him /her during such review. The Board will protect the confidentiality of personal references, academic credentials, and other similar documents.
P. No material derogatory to a teacher’s conduct, service, character, or personality will be placed in his/her personnel file, maintained by the Office of Human Resources, unless the teacher has had an opportunity to review such material by affixing his/her signature to the copy to be filed with the express understanding that such signature in no way indicates agreement with the contents thereof. He/she will also have the right to submit a written answer to such material and his/her answer will be review by the appropriate administrator and attached to the file copy.
Obligation of the Company In connection with the registration of the Registered Securities, the Company shall do each of the following:
(a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.
(c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects.
(d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.
(e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto;
(f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders;
(g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request.
(h) [INTENTIONALLY OMITTED];
(i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;
(j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement;
(k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and
(l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.