BYLAWS OF RIVERDALE CHRISTIAN ACADEMY, INC.

Transcription

1 BYLAWS OF RIVERDALE CHRISTIAN ACADEMY, INC. ARTICLE I OFFICES The office and campus of the Corporation of Riverdale Christian Academy, Inc., shall be located in East Baton Rouge Parish, Baton Rouge, Louisiana. The Corporation may have such other offices and school locations as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II MEMBERS The sole member of the Corporation is Redeemer Baptist Church, Inc. (hereinafter "the Church") a non-profit corporation organized under the laws of the State of Louisiana. If the Corporation is liquidated, the Church is entitled to any liquidation proceeds. ARTICLE III PROHIBITION OF PRIVATE INUREMENT No individual or profit-making entity may share in the revenues, assets or liquidation proceeds of the Corporation. ARTICLE IV BOARD OF DIRECTORS SECTION 1. General Powers. Policy and policy oversight of the Corporation shall be managed by its Board of Directors (hereinafter called the School Board ). SECTION 2. Number, Tenure and Qualification. The School Board consists of five or more voting Directors, each of whom must be a Member of the Church, as the term "Member" is defined in Article I of the bylaws of the Church. Members of the Pastoral Leadership Team of the Church as specified in the Church Operations Manual are ex-officio members of the School. In the event of a tie, the member of the church Pastoral Leadership Team so specified in the Church Operations Manual will cast the tie-breaking vote. All voting seats on the School Board are filled on the nomination of the church Nominating Committee, as specified in the Church Operations Manual. These seats, as nominated, must be approved by the Church in its business meeting and in accordance with its bylaws. All members of the School Board will serve a three-year term and must wait at least one year before serving a second three-year term. The School Board may Page 1 of 6

2 elect Adjunct Board Members from among the Members of the Church. Adjunct Board Members are included in all the discussions and meetings of the Board and may serve on subcommittees (but may not chair a committee) and are entitled to all the privileges and responsibilities of membership with the exception of voting. Any member of the School Board, that misses (3) consecutive meetings may be removed from the School Board. SECTION 3. Chairperson. The Chairperson is elected from among the members of the School Board. The Chairperson is the presiding officer of all Board meetings. He may make or second any motions. A Vice Chairperson shall serve in the place of the Chairperson. An interim Vice Chairperson, and an interim additional Board Member may be selected so as to have a Chairperson and Vice Chairperson at all times, and to keep the School Board at five persons during such a contingency. SECTION 4. Vice Chairperson. In the absence of the Chairperson, or in the event of his death, inability, a Vice Chairperson shall perform the duties of the Chairperson and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson shall perform such other duties as from time to time may be assigned by the Chairperson of the School Board. SECTION 5. Regular Meetings. The School Board will meet monthly during the school year, and/or more often if necessary. SECTION 6. Special Meetings. Special meetings of the School Board of Directors may be called by the Chairperson or any two directors. The person or persons authorized to call special meetings of the School Board may fix the place for holding any special meetings of the Board called by them. SECTION 7. Notice. At least one days notice shall be presented before any meeting of the School Board. A letter or a telephone call is sufficient to constitute a notice. SECTION 8. Quorum. A majority of the voting directors shall constitute a quorum for the transaction of business at any meeting of the School Board. Furthermore, a quorum does not exist unless the Chairperson is present. Though the Principal of the school is not a member of the Board, it is advisable to have him present at all meetings of the Board. SECTION 9. Vacancies. Any vacancy occurring in the School Board must be filled as provided in Section 2 of this Article. SECTION 10. Presumption of Assent. A School Board member who is present at a meeting of the School Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file written dissent to such action with the person acting as the Secretary of the meeting before the Page 2 of 6

3 adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Board member who voted in favor of such action. SECTION 11. Minutes. Two copies of the minutes of all meetings are to be kept at all times. One copy is to be kept on file in the Principal's office and the other is to be kept in the church office. Copies of the minutes are also to be presented publicly at the next Redeemer Baptist Church business meeting. When wisdom demands discretion and confidentiality, the Board may vote to go into closed session by a three-fifths vote. SECTION 12. Compensation. The Members of the School Board serve without compensation. This provision is not to be construed as a prohibition against reimbursing a School Board member for reasonable out-of-pocket expenditures incurred in the course of performing the duties of Director. SECTION 13. Any member of the School Board, who misses three (3) consecutive meetings, will be removed from the School Board. The School Board may make an exception if the Board determines there are reasonable and justifiable extenuating circumstances. Such action and the reason for the exception must be part of School Board records. ARTICLE V OFFICERS SECTION 1. Number. The officers of the Corporation shall be a Chairperson, a Secretary, and a Treasurer. The officers serve at the pleasure of the School Board. No Member of the Board may hold more than one corporate office at any one time. Officers must be Members of the Church, as the term "Member" is defined in Article I of the bylaws of the Church. SECTION 2. Election and Term of Office. The officers of the Corporation are to be elected annually by the School Board. SECTION 3. Removal. Any officer or agent may be removed by the School Board whenever, in its judgment, the best interests of the Corporation or Church will be served thereby. SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, will be filled by the School Board at any regular or special meeting. SECTION 5. Chairperson. The Chairperson is the chief executive officer of the Corporation, and functions as the President of the School Board. The Chairperson may delegate executive power to other officers, employees and agents of the Corporation in his sole discretion. Page 3 of 6

4 SECTION 6. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Board of Directors in one or more minute books provided for that purpose; (b) see that all notices of meetings are duly given in accordance with the provision of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) present a copy of the minutes of the Corporation to the clerk of the Church, file copies in the church office, and present a copy to the principal in a timely fashion; (e) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Chairperson or by the Board of Directors; and (f) attest to corporate documents as needed. SECTION 7. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; (c) report to Redeemer Baptist Church quarterly the financial condition of the Corporation, (d) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chairperson or by the School Board. The Treasurer shall be bonded at the church and/or Corporation's expense. ARTICLE VI INDEMNITY The Corporation shall indemnify its directors, officers and/or employees as follows: (A) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the School Board approves such settlement and reimbursements being for the best interests of the Corporation. (B) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Page 4 of 6

5 Corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law. (C) The School Board may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article IV. ARTICLE VII CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. Contracts. The School Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation with the knowledge and approval of Redeemer Baptist Church. Such authority, when granted by Redeemer Baptist Church, may be general or confined to specific instances as the church may decide or approve. SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and approved by the Church. Such authority may be general or confined to specific instances as the Church may decide or approve. SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the School Board. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the School Board may select. No individual may open an account in the Corporation's name with the knowledge, consent, and vote of the Corporation. ARTICLE VIII FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of June and end on the last day of May of each year. Page 5 of 6

6 ARTICLE IX CORPORATE SEAL The School Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "Corporate Seal". ARTICLE X SCHOOL OPERATIONS MANUAL The School Board will maintain a manual of policies and procedures (School Operations Manual) set by the Board. It will also include job descriptions of Principal(s), Teachers, and staff. The School Operations Manual will be approved by at least a two-thirds vote of the church at a regular scheduled business meeting, or a special business meeting called for the purpose. Changes in or additions to the Operations Manual shall be recommended by the School Board, and require approval of the church body by a vote of at least twothirds vote of the voting members present at a regular business meeting or a special business meeting called for the purpose. ARTICLE XI AMENDMENTS SECTION 1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted in the following manner. First, the School Board must vote to recommend to Redeemer Baptist Church such changes by a three fifths majority vote. Second, Redeemer Baptist Church must approve such changes by a vote of at least two-thirds of voting members present. Absentee ballots shall not be allowed when voting on changes and/or amendments to the By-Laws. Page 6 of 6