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HomeMy WebLinkAboutPZ - Bylaws BYLAWS OF COLE VALLEY CHRISTIAN SCHOOLS PREAMBLE We,the Board of Directors, in response to the Bible's command that parents raise their children in the discipline and instruction of the Lord and believing that a Christian School, in partnership with parents,plays an important role in fulfilling this command, hereby make and adopt the following Bylaws for the organization and operation of Cole Valley Christian Schools. ARTICLE I -NAME The name of this school is Cole Valley Christian Schools (hereinafter Cole Valley). ARTICLE II- STATEMENT OF FAITH Each member of the Board of Directors, and each employee of the Corporation,having accepted Jesus Christ as personal Savior, shall subscribe annually in writing to the Cole Valley Statement of Faith, a copy of which is attached hereto. ARTICLE III -CORPORATE MISSION OF THE SCHOOL IS DISCIPLESHIP The Discipleship Mission of the School shall include all of the following, and such other elements as may be determined by a unanimous vote of the Board of Directors. 1. Teaching, living and affirming the Cole Valley Statement of Faith and Philosophy of Education, as referenced herein. 2. Teaching, living and affirming this Corporate Discipleship Mission. 3. Bible education for all students, and for Superintendent, faculty, staff and Directors. 4. Prayer in classrooms and at all events. 5. Spiritual growth for students, Superintendent, faculty, staff and Directors. 6. Affirmation of Cole Valley's Statement of Faith by parents of students. 7. Teaching, living and affirming biblically-infused curriculum in all classes where appropriate, and in specialized Bible teaching classes. 8. Explicit integration of theology in some manner into most or all classes. 9. Required chapel, at least weekly, for students, faculty, staff, and superintendent. 10. Membership in and accreditation by ACSI or a similar Christian accreditation and support organization. 11. Lifestyle teaching,pledges and commitment for Superintendent, faculty, staff, students, parents and Directors relating to God's commandments and Biblical requirements (as identified by the Board of Directors)for interpersonal relationships, gender identity, sex, marriage, drugs, abortion and other lifestyle requirements. Specifically, such lifestyle teaching,pledges and commitments shall include, but not be limited to: i. Cole Valley requires its employees to be born-again Christians, living their lives as Christian role models (Mark 7: 14-23; Rom. 10:9-10; 1 Tim. 4:12;Luke 6:40). Employees will conduct themselves with honesty and integrity in a way that will not raise questions regarding their Christian 2 testimonies.A Christian lifestyle should reflect the biblical perspective of integrity and appropriate personal and family relationships,business conduct and moral behavior. An employee is expected to demonstrate a teachable spirit, an ability to share love for others, a willingness to live contentedly under authority and a commitment to follow the Matthew 18 principle when an issue arises with fellow employees or management. Failure to maintain a lifestyle based on biblical standards of conduct may result in a reprimand or, in some cases, dismissal from employment. ii. God wonderfully creates each person as male or female. These two distinct, complementary genders together reflect the image and nature of God. Marriage was designed by God to be the life-long union of one genetic man and one genetic woman, and only within the context of such a marriage does sexual intimacy have God's blessing. (Gen. 1:26-27; Gen. 2:20-24;Mark 10:2-9; Hebrews 13:4) iii. Sexual misconduct,which violates the bona fide occupational qualification for employees to be Christian role models, includes, but is not limited to,promiscuity,homosexual behavior and/or sexual orientation,bisexuality,polygamy,pedophilia, transgender identity, or any other violation of the unique roles of male and female. (Exodus 20:14; Leviticus 18:7-23; 20:10-21;Deuteronomy 5:18; Matthew 5:27-28; 15:19;Romans 1:21-27; 1 Corinthians 6:9-20). ARTICLE IV- PHILOSOPHY OF EDUCATION The educational process in a Christian school is dependent on a biblical philosophy that provides the foundational worldview and essential truths for life so that children may be prepared to assume their proper place in the home, the church, and the state. Accordingly, education at Cole Valley shall include integration of biblical content and truth generally throughout the curriculum as is appropriate. ARTICLE V- BOARD OF DIRECTORS Sec. 1 —Initiation and Agreement of Board of Directors. The initial membership of the Board of Directors shall be determined in the Articles of Incorporation. All members of the Board of Directors shall be born-again believers and shall agree without reservation with Articles II, III and IV of the Bylaws. Further,they shall be members in good standing of a local, evangelical church whose doctrine is in agreement with Article II of the Bylaws. All board members shall execute and commit to the Board Member's Leadership Commitment attached hereto. Sec. 2 - General Responsibilities. Cole Valley's Board of Directors shall oversee the continuing operation of this ministry and generally oversee the school's business affairs. The responsibilities of the Board shall include, but not be limited to,making policy, acting on matters of personnel including hiring and firing pursuant to other provisions of the Bylaws, establishing tuition and fees, promoting Christian education in the community, and praying for the ministry of the school. 3 Sec. 3 -Board Member Number and Tenure. A. The number of board members shall be at least five but not more than nine. The number of Directors may be increased or decreased from time to time by the Board of Directors pursuant to amendment of this Bylaw by a supermajority (2/3)vote. B. Each board member shall serve on the Board of Directors until terminated by resignation or dismissal. Sec. 4 -Board Member Qualifications. A. Members of the Board of Directors shall be born-again believers and subscribe without reservation to the school's Statement of Faith and Philosophy of Education. All members shall be commissioned Ministers of the Gospel as determined by the Board. All members shall be from churches with beliefs similar to the Statement of Faith and Mission specified herein. B. One and only one member of the Board of Directors shall be a member of the Elder Council of Cole Community Church, in deference to the role played by that church in the creation of the school. The appointment, change, and removal of the Cole Elder Council representative on the CVCS Board can be effected solely by the Cole Elder Council. C. No full-time, salaried employee shall be eligible to serve on the Board of Directors, except for the Superintendent who shall be an ex-officio member. No spouse of any current full-time, salaried employee shall be eligible to serve on the Board of Directors. However,the spouse of an existing board member may be hired as a full- time salaried employee if the Board of Directors unanimously approves. Sec. 5 -Board Member Compensation. Members of the Board of Directors shall receive no compensation for their services. The Board may authorize the reimbursement of expenses incurred by any board member in the performance of official business for the school or the Board as further noted in Article XIV, Sec. 4 of the Bylaws. ARTICLE VI-NEW BOARD MEMBERS Sec. 1 -Vacancies on the Board of Directors. A vacancy on the Board of Directors shall be deemed to exist in the case of a Director's resignation, death, or removal from the Board. Sec. 2 -Nominations for the Board of Directors. A. Candidates for the Board of Directors shall be nominated by the Board. Parents of students or other interested individuals may recommend candidates to the Board of Directors by submitting the name to the President of the Board for consideration by 4 the full Board. B. Such candidates must be interviewed prior to appointment to determine interest, suitability, and eligibility. All candidates shall meet the qualifications of board members as set forth in these Bylaws. Sec. 3 -Appointment of Directors. Any vacancy on the Board of Directors may be filled by a unanimous resolution of the remaining Directors,provided that the provisions of Article V, Section 4(B) shall supersede this section with regard to the Cole Elder Council representative on the Board. Sec. 4 -Resignation or Dismissal from Board of Directors. A. After prayerful consideration, any board member may resign from office. He or she shall tender the resignation in a letter to the Board President. B. Any board member may be removed from the Board of Directors for failure to agree with Articles II and 1II, for excessive absence from regular and special meetings of the Board, or whenever such removal in the judgment of the Board would be in the best interest of the school. Removal shall require a unanimous vote of the Board of Directors. C. In view of the serious nature of a board member's involuntary removal from office, every effort shall be made by all parties to show Christian compassion and forbearance. Corrective measures and actions designed to promote genuine repentance and personal restoration shall be applied. Dismissal from the Board of Directors shall be a matter of"last resort."Any unpleasantness surrounding such action shall be dealt with quickly and take into account the dignity and personal privacy of the individual in question. D. In the event that a board member who has left the Board of Directors was an officer, another member shall be designated by majority resolution of the Board to assume the responsibilities of the office now vacant. ARTICLE VII -DUTIES OF THE BOARD OF DIRECTORS Sec. 1 -Duties of Board. A. The Board of Directors helps set the spiritual tone for the school. Board members shall pray both individually and corporately for the administration, faculty, staff,parents, and children of the school. They will be inclined to prayer, ever mindful of their own dependence on God for His grace and wisdom manifest in their leadership. B. The primary function of the Board of Directors is to set school policy,not to administer the school. The daily administration is the work of the Superintendent. The Board's policies set the boundaries within which the Superintendent administers the school. 5 C. The Board's authority is corporate. Individual board members have authority to act only when the Board is convened in regular or special session. There shall be only one line of authority, which will flow from the Board of Directors through its President to the Superintendent,who is charged with the responsibility for properly conveying the decisions and actions of the Board to the faculty, staff, students, and parents as appropriate. D. The Board of Directors is responsible for procurement,protection,maintenance, and management of the property and equipment of the school. E. The Board of Directors shall oversee the general financial operation of the school by approving annual budgets,reviewing monthly financial reports, overseeing methods of raising necessary operating funds and how these funds shall be disbursed. The Board shall require a certified financial audit on an annual basis. The Board shall adopt a policy requiring officers, employees, or others responsible for any aspect of the finances of the Corporation to make accurate and complete financial accounting to the Board and shall encourage the reporting to the Board of any suspected financial impropriety. F. The Board of Directors shall have the authority to borrow money in the name of the school, but all measures will be taken to operate with a balanced budget. G. The Board of Directors shall determine the fiscal year for the school. H. The Board of Directors shall exercise due care to determine that the school operates according to accepted legal principles which should include, but not be limited to, obtaining competent legal advice, and consideration of safety and personnel issues. L A significant duty of the Board of Directors is the selection of its Administrative Officer(Superintendent). The Superintendent will implement the Board's legislated policies and directives and manage the day-to-day operation of the school. The annual evaluation of the Superintendent is the responsibility of the entire Board of Directors. J. The Board of Directors shall reserve the right to dismiss any personnel associated with the school who do not fulfill the requirements set forth in these Bylaws or in their employment agreement, or who fail to be a Christian role Cole Valley. K. The Board of Directors shall ensure that a Faculty and Staff Handbook is developed, revised as needed, and annually made available to all employees. L. The Board of Directors shall approve the educational standards of achievement for the school. M. The Board of Directors shall evaluate itself annually. Each member shall also evaluate his or her willingness and ability to continue in a Board position. Individual board members shall annually sign the Leadership Commitment form attached hereto. N. The Board of Directors shall undertake professional governance and board training within 90 days of its first meeting, or within 90 days of a new board member's appointment, and annually thereafter. 6 Sec. 2 - Committees. A. The Board of Directors shall operate using Standing Committees as it may determine; such Committees may, but need not, include the following with the responsibility to review and make recommendations in its assigned area for consideration and action by the full Board. Academic Affairs Finance and Development Accounting Personnel Building and Grounds Legal/Legislative C. Each Standing Committee preferably should have no fewer than two board members appointed by the Board President. One of the board members shall chair the committee. The President may appoint interested parents or individuals to serve on the committees. D. The Board of Directors may from time to time establish ad hoc committees made up of board members or other interested individuals to deal with specific issues in the school. Upon completion of its assigned task, such ad hoc committee shall dissolve. ARTICLE VIII - OFFICERS OF THE BOARD Sec. 1 -The Board of Directors shall elect Officers of the Board from among its members every two years. The duties of the Officers shall be limited to the following: A. President. The President shall preside at all Board of Directors meetings and perform such other duties as approved by the Board. The President shall be the Superintendent's point of contact with the Board when the Board is not in session. B. Vice President. The Vice President shall be responsible for devotions at each board meeting. The Vice President shall perform the duties of the President in the latter's absence, disability, or refusal to act. When so acting, the Vice President shall have all powers of and be subject to all the restrictions upon the President. C. Secretary. The Secretary shall be responsible for recording the minutes of any and all meetings of the Board. The Secretary shall have custody of the Board records and documents and shall conduct necessary correspondence and perform other duties associated with the office. ARTICLE IX- MEETINGS Sec. 1 -Regular Meetings. A. Regular meetings of the Board of Directors shall convene at least once a month during the school year. The Secretary shall provide timely notice to members of the time 7 and place of the meeting. B. Regular meetings of the Board of Directors are generally not open meetings. However, school parents or staff members may attend a Board of Directors meeting, except for executive session,by special request with advance notice and permission from the President of the Board of Directors. C. The President of the Board of Directors, in consultation with the Superintendent, shall prepare an agenda for regular meetings of the Board. Such agendas shall be mailed, electronically or physically, to each Director prior to the scheduled regular meeting. D. The Board of Directors has the right to meet in executive session. 1.An executive session can be called by any Director during a portion of any meeting for the purpose of discussing personnel and other sensitive matters. 2. Executive sessions shall have in attendance all Directors present at said meeting,the Superintendent, and any other persons who are specifically asked to attend this session by the Board President. When the executive session is for the purpose of evaluating the Superintendent,the Superintendent may be asked not to attend. 3.No official business shall be transacted in the executive session. Rather,the time spent in executive session shall be used to discuss the sensitive matter at hand. When the Board reconvenes following an executive session, any decision shall be made and stated officially so that the Board Secretary can record such decision in the official minutes. Sec. 2 - Special Meetings. A. Special meetings of the Board of Directors may be called by the President of the Board or by a majority of the board members. B.Notice of the time and place of all special meetings of the Board of Directors shall be given to each Director at least 24 hours prior to the scheduled special meeting. Sec. 3 -Emergency Action. In an emergency,the President of the Board may poll the full Board to secure authorization for a given course of action. Sec. 4 -Presumption of Assent. Any member of the Board who is present at a meeting of the Board of Directors at which action is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the Director files his or her written dissent to the action taken with the Secretary prior to the next regularly scheduled meeting. The right to dissent shall not apply to a Director who has voted in favor of the action. 8 Sec. 5 - Waiver and Consent. The transactions of any meeting of the Board of Directors, however called or noticed, shall be valid as though they occurred at a meeting duly held after regular call and notice, if a quorum is present and if either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. Sec. 6 - Quorum. A. At all meetings of the Board of Directors,whether regular or special,the presence in person of a majority of members shall constitute a quorum for the transaction of business. Only members may vote at any meetings of the Board of Directors, and proxies shall not be valid for voting. B. In the absence of a quorum, a minority of Directors may adjourn any meeting of the Board from time to time,without notice other than announcement at the meeting, until a quorum shall be present. A minority of Directors may not transact any business except the filling of vacancies on the Board of Directors if there are not sufficient Directors to constitute a quorum as provided in these Bylaws. C. In all matters that require a Unanimous vote, Unanimous means that all CVCS Board members voted their assent. In other words, a quorum that is not inclusive of the Cole Elder representative is not sufficient in order to take action on these matters. Sec. 7—The Board shall have regular periodic offsite planning meetings as determined by the Board of Directors. Sec. 8 -Robert's Rules of Order. Meetings of the Board of Directors shall be governed by Robert's Revised Rules of Order as specified for application to Small Boards. ARTICLE X—SUPERINTENDENT AND CHAPLAIN Sec. I -The Superintendent shall be appointed by the Board of Directors upon a unanimous vote. He or she shall be the chief executive officer of the school and shall carry out the policies established by the Board. The Superintendent shall be an ex-officio (nonvoting)member of the Board. Sec. 2 - The Superintendent shall be born-again believer and subscribe without reservation to the school's Statement of Faith and Philosophy of Education. He or she shall be a Christian role model in the school and community.He or she shall be a Commissioned Minister of the Gospel as determined by the Board of Directors. The Superintendent shall commit to and abide by Articles II, III, and IV herein. Sec. 3 -The Superintendent's responsibilities are to be defined in a job description approved by the Board of Directors. The Superintendent shall be responsible for all Operations, Advancement, Academic and Personnel matters of the school. Sec. 4 -The Superintendent shall be appointed for a term as specified by written contract after 9 careful consideration of his or her spiritual and academic qualifications and Board- conducted evaluation. Sec. 5 - The Board of Directors shall evaluate the Superintendent annually on the basis of his or her job description and other factors. Sec. 6 - The School shall employ a full or part-time Chaplain(as determined by the Superintendent). The Chaplain shall report to the Superintendent, and the Superintendent may not serve as Chaplain. ARTICLE XI-INDEMNIFICATION Sec. 1 -Definitions. For purposes of this Article: A. The phrase Director or Officer shall include a person who, while serving as a Director or an Officer of the Corporation, is or was serving at the request of the Corporation as Director, School Board Member, Officer, Superintendent,partner, member, manager, trustee, employee, fiduciary, or agent of another foreign or domestic corporation, nonprofit organization, or other person or employee benefit plan. The phrase Director or Officer shall also include the estate or personal representative of a Director or Officer, unless the context requires otherwise. B. The term proceeding shall mean any threatened,pending, or completed action, suit, or proceeding,whether civil, criminal, administrative, or investigative, whether formal or informal; any appeal in such action, suit, or proceeding; and any inquiry or investigation that could lead to such action, suit, or proceeding. C. The term party includes an individual who is,was, or is threatened to be made a named defendant or respondent in a proceeding. D. The term liability shall mean any obligation to pay a judgment, settlement,penalty, fine, or reasonable expense incurred with respect to a proceeding. E. The term official capacity shall mean the office of Director in the Corporation, and, when used with respect to a person other than a Director, shall mean the office in the Corporation held by the Officer or the employment, fiduciary, or agency relationship undertaken by the employee or agent on behalf of the Corporation, but in neither case shall include service for any foreign or domestic corporation or for any other person or other enterprise. Sec. 2 - General Provisions. The Corporation may indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director or Officer of the Corporation, against expenses (including attorney's fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person (a) acted in good faith, (b) 10 reasonably believed, in the case of conduct in an official capacity with the Corporation, that the conduct was in the best interests of the Corporation, and, in all other cases, that the conduct was at least not opposed to the best interests of the Corporation, and(c)with respect to any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. However,no person shall be entitled to indemnification under this Section 2 either(a) in connection with a proceeding brought by or in the right of the Corporation in which the Director or Officer was adjudged liable to the Corporation, or(b) in connection with any other proceeding charging improper personal benefit to the Director or Officer,whether or not involving action in that person's official capacity, in which the Director or Officer is ultimately adjudged liable on the basis that the Director or Officer improperly received personal benefit. Indemnification under this Section 2 in connection with a proceeding brought by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself be determinative that the person did not meet the standard of conduct set forth in this Section 2. Sec. 3 - Successful Defense on the Merits;Expenses. To the extent that a Director or Officer of the Corporation has been wholly successful on the merits in defense of any proceeding to which he or she was a party, such person shall be indemnified against reasonable expenses (including attorney's fees)actually and reasonably incurred in connection with such proceeding. Sec. 4 -Determination of Right to Indemnification. Any indemnification under Section 2 (unless ordered by a court) shall be made by the Corporation only as authorized in each specific case upon a determination that indemnification of the Director or Officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in Section 2. Such determination shall be made by the Board of Directors (a)by a majority vote of a quorum of disinterested Directors who at the time of the vote are not,were not, and are not threatened to be made parties to the proceeding, or(b) if such a quorum cannot be obtained, by the vote of a majority of the members of the Executive Committee of the Board of Directors,provided that committee shall consist of two or more Directors who are not parties to the proceeding(Directors who are parties to the proceeding may participate in the designation of Directors to serve on such committee), or(c) if such a quorum of the Board of Directors cannot be obtained or there is no Executive Committee, or even if such a quorum is obtained or the Executive Committee exists,but such quorum or committee so directs, then by independent legal counsel selected by the Board of Directors in accordance with the preceding procedures. Authorization of indemnification and evaluation regarding the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel. Sec. 5 - Other Employees and Agents. 11 The Corporation shall indemnify such other employees and agents of the Corporation to the same extent and in the same manner as is provided above in Section 2 with respect to Directors or Officers, by adopting a resolution by a majority of the members of the Board of Directors, specifically identifying by name or by position the employees or agents entitled to indemnification. ARTICLE XII -FACULTY AND STAFF Sec. 1 - The faculty and staff shall be appointed by the Superintendent after careful consideration of their spiritual and academic qualifications. Such employees shall be chosen to meet the missional objectives and execute the academic programs and policies of the school. Sec. 2 - Individuals serving on the faculty and staff shall be born-again believers and subscribe without reservation to the Corporation's Statement of Faith and Philosophy of Education. Such individuals shall be Christian role models in the school and community. Each member of the faculty and staff shall be commissioned Ministers of the Gospel as directed by the Board of Directors. Sec. 3 -Faculty and staff responsibilities are to be defined in job descriptions approved by the Superintendent. Sec. 4 -The faculty and staff shall be appointed each year by written contract after careful consideration of evaluations and spiritual and academic qualifications. Sec. 5 - The Superintendent shall insure that all faculty and staff are evaluated annually on the basis of their job descriptions and other factors. Sec. 6 -Each member of the faculty and staff shall receive a handbook of pertinent policies and procedures for the school and shall certify annually in writing that he or she has received and reviewed the handbook. Sec. 7 -Each member of the Faculty and Staff shall complete a Faith and Belief Questionnaire (as determined by the Board of Directors)prior to employment. Sec. 8 Each member of the Faculty and Staff shall receive training in theology and mission on an annual basis. ARTICLE XIH-DISPUTE RESOLUTION Sec. 1 -The Board of Directors shall ensure that each contract for employment shall contain language for dispute resolution as follows: The parties to this agreement are Christians and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with one another in private or within the Christian community in conformity with the biblical injunctions of 1 Corinthians 6:1-8, Matthew 5:23-24, and Matthew 18:15-20. Therefore, the parties agree that any claim or dispute arising out of, or related to,this agreement or any aspect of the employment relationship, including claims under federal, state, and local statutory 12 or common law, the law of contract, and law of tort, shall be settled by biblically based mediation. If resolution of the dispute and reconciliation do not result from mediation,the matter shall then be submitted to an independent and objective arbitrator for binding arbitration. The parties agree that the mediation and arbitration process will be conducted in accordance with the "Rules of Procedure for Christian Conciliation" ("Rules") contained in the Peacemaker Ministries booklet Guidelines for Christian Conciliation. Consistent with these "Rules,"each parry to the agreement shall agree to the selection of the arbitrator. The parties agree that if there is an impasse in the selection of the arbitrator, the Institute for Christian Conciliation division of Peacemaker Ministries in Billings, Montana, (406-256-1583), shall be asked to provide the name of a qualified person who will serve in that capacity. Consistent with the "Rules,"the arbitrator shall issue a written opinion within a reasonable time. The parties to this contract agree that these methods shall be the sole remedy for any controversy or claim arising out of the employment relationship or this agreement, and they expressly waive their right to file a lawsuit against one another in any civil court for such disputes, except to enforce a legally binding arbitration decision. The parties to this agreement have had an opportunity to consult legal counsel before signing this agreement. The parties agree that the Corporation shall be responsible for the costs of the arbitrator. Sec. 2 - The Board of Directors shall ensure that all employment handbooks contain the above dispute resolution language,that all employees are advised of the above dispute resolution process, and that this process shall apply to all employment, including non- contract or at-will employment. ARTICLE XIV-STUDENTS Sec. 1 -Nondiscrimination Statement. Admission and advertising materials and student handbooks shall contain language reflecting the following policy: Cole Valley admits students of any race, color, or national or ethnic origin to all the rights,privileges,programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, or national or ethnic origin in the administration of its educational policies, admissions policies, scholarship and loan programs, athletic programs, or other school-administrated programs. Sec. 2 -Parent/Teacher Fellowship. The school may establish a fellowship for the close association and cooperation of the parents of the students and the teachers involved in the school. ARTICLE XV-MISCELLANEOUS 13 Sec. 1 -Account Books, Minutes,Etc. The Board of Directors shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees. All books and records of the Corporation may be inspected by any board member for any proper purpose at any reasonable time. Sec. 2 -Designated Contributions. The Corporation may accept any designated contribution, grant, bequest, or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds,purposes, or uses; and such designations generally will be honored. However,the Corporation shall reserve all right,title, and interest in and to, and control of, such contributions, as well as full discretion regarding the ultimate expenditure or distribution thereof in connection with any special fund,purpose, or use. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to ensure that such funds will be used to carry out the Corporation's tax-exempt purposes. Sec. 3 - Conflicts of Interest. If any person who is a board member or an officer of the Corporation is aware that the Corporation may or is about to enter into any business transaction directly or indirectly with himself or herself, any member of such person's family, or any entity in which he or she has any legal, equitable, or fiduciary interest or position, including,without limitation, as director, officer, shareholder,partner,beneficiary, or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Corporation of such person's interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within such person's knowledge that bear on the advisability of such transaction from the standpoint of the Corporation, and (c)not be entitled to vote on the decision to enter into such transaction. Voting on such transaction shall be conducted as follows: A. Discussion of the matter, with the interested Director or Officer, shall be held by the Board of Directors with such person present to provide information and answer any questions. B. The interested Director or Officer shall withdraw from the meeting. C. Discussion of the matter outside of the presence of the interested Director or Officer shall be held by the Board of Directors. D. The remaining members of the Board of Directors shall vote. Such voting shall be by written ballot. Such ballots shall not reflect the name or identity of the person voting. E. A majority vote of the Board of Directors shall be required for approval of the transaction. Sec.4 -No Private Inurement. 14 The Corporation is not organized for profit and is to be operated exclusively for the promotion of social welfare in accordance with the purposes stated in the Articles of Incorporation. The net earnings of the Corporation shall be devoted exclusively to charitable,religious/educational purposes and shall not inure to the benefit of any private individual.No Director or person from whom the Corporation may receive any property or funds shall receive or shall be entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Corporation be paid as salary or compensation to, or distributed to, or inure to the benefit of any Director;provided,however,that(a)reasonable compensation may be paid to any Director while acting as an agent, a contractor, or an employee of the Corporation for services rendered in effecting one or more of the purposes of the Corporation, (b) any Director may, from time to time,be reimbursed for such Director's actual and reasonable expenses incurred in connection with the administration of the affairs of the Corporation, and(c)the Corporation may,by resolution of the Board of Directors, make distributions to persons from whom the Corporation has received contributions previously made to support its activities to the extent such distributions represent no more than a return of all or a part of the contributor's contributions. See. 5 -References to Internal Revenue Code. All references in these Bylaws to provisions of the Code are to the provisions of the Internal Revenue Code and shall include the corresponding provisions of any subsequent federal tax laws. Sec. 6 - Severability. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted. ARTICLE XVI-AMENDMENTS OF THE BYLAWS Sec. 1 - The Board of Directors shall have power to alter, amend, or repeal the Bylaws, or any part or provision thereof, or adopt new Bylaws by a unanimous vote of the Directors. GocA--- v11-UL(9t G�F,Z,�,T►/bnt 5� � i q/ 01 Zo !