By-Laws
BY-LAWS OF HERITAGE HOME SCHOLARS
Adopted February 17, 2014
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ARTICLE I
Powers
HERITAGE HOME SCHOLARS shall have all of the statutory powers enumerated for non-profit corporations under the laws of the state of Tennessee.
ARTICLE II
Board of Directors
Section 1. Governing Authority
The governing body of HERITAGE HOME SCHOLARS shall be known as its Board of Directors and shall have authority to do all things necessary and proper to operate and lead the organization. Additionally, the Board of Directors shall be the final authority in interpreting the Core Beliefs and other HERITAGE HOME SCHOLARS documents.
Section 2. Qualifications and Composition
Members of the board should be active members in good standing with HERITAGE HOME SCHOLARS for at least one year (except for the initial board). Each candidate for election to the Board of Directors must affirm before the board at an open meeting their concurrence with the Core Beliefs of HERITAGE HOME SCHOLARS and profess by testimony their faith in Jesus Christ, and they must sign a statement that documents both declarations. They must also have demonstrated a level of social maturity indicative of persons who can serve/lead in a Christ like manner.
The Board of Directors shall consist of five voting positions—at least 3 of which will be husband and wife couples while the other two could consist of individual members. The board will elect officers (i.e. president, vice president, treasurer and secretary) from among themselves at the first board meeting following the May election.
Section 3. Term of Service
Each member of the Board of Directors shall be elected for a term of two years commencing with the beginning of the next fiscal year after election (fiscal year is June 1st to May 31th). Terms shall be staggered so that the term of two or three members shall expire each year. An alternate is elected annually and will finish out the term (not necessarily position) of the board member they replaced.
The initial Board of Directors shall serve out the following terms with the commencement of each term to be effective February 17, 2014: three members for a term ending May 31, 2016, and two members and an alternate for a term ending May 31, 2015.
Section 4. Manner of Election
Nominations for election to the Board of Directors may be submitted to the Board of Directors by a nominating committee established for that purpose or by any member in good standing. Such nominations should be submitted to the Board of Directors by March 1st.
After approval by the Board, election of a nominee to the Board of Directors shall be by majority vote of the members voting. Each member family shall constitute one voting party.
The Board of Directors shall choose the manner of election, including, but not limited to, as part of an annual meeting, during co-op, or by any electronic means which are available. Elections shall be held in May of each year.
Section 5. Vacancies and Term Limits
A vacancy in the Board of Directors caused by death, resignation or removal of a board member shall be filled by the qualified elected alternate to serve the unexpired term of the board member who has vacated their position. If any other vacancy should occur, the board shall elect a new member to finish out the term (not necessarily position) of the board member they replaced. Alternates and new members will be assigned offices by the remaining board members. All officers can serve consecutive terms as long as they are nominated and reelected per article II section 4. Should an officer vacate their position after nominations are complete but prior to the May election, then the board will finish out the fiscal year understaffed.
Section 6. Delegation of Authority
The Board of Directors may delegate to one or more of its members or to any of its officers, agents or employees, or to any of its committees such powers and duties in writing as it may deem appropriate and proper. In the absence of such delegation, either generally or specifically, no member of the Board of Directors shall have authority to act for the Board of Directors. Each couple/member of the Board of Directors shall have status coequal with that of each other couple/member, and each couple/member present shall have the right to one vote on any and all questions coming before the Board of Directors.
ARTICLE III
Meetings
Section I. Quorum
The quorum for all HERITAGE HOME SCHOLARS membership meetings, whether annual or called, shall be 25% of the membership.
Section 2. Regular Meetings
Regular Meetings of the Board of Directors shall be held at times and meeting places established by the Board of Directors and shall be held at least quarterly. All regular board meetings shall be open to members of HERITAGE HOME SCHOLARS. Dates and times shall be posted on the HERITAGE HOME SCHOLARS website. Minutes from each meeting shall be published on the HERITAGE HOME SCHOLARS website.
Section 3. Special Meetings
Special meetings of the Board of Directors may be held upon three days notice to board members. The President of the Board of Directors may call such meetings on his own initiative but shall be obliged to call such meetings when requested to do so by at least two other members of the Board of Directors.
Section 4. Conduct of Meetings
The President shall moderate all meetings. All meetings should be conducted in an orderly fashion, as determined by the President. Majority vote in board meetings is defined as three (3) votes regardless of how many board members are in attendance.
ARTICLE IV
Officers
Section 1. Designation
Each couple on the Board of Directors shall function as a unit with one vote and one office per couple. Board members serving as individuals shall have one vote. The officers of the Board of Directors of HERITAGE HOME SCHOLARS shall consist of a President, a Vice President, a Secretary and a Treasurer elected by the Board of Directors each year or as needed.
Each officer shall hold office until his successor has been duly elected or until his death or he resigns or is removed from office in the manner hereinafter provided.
Section 2. Removal
Any officer may be removed by a majority vote of the entire Board of Directors whenever in its judgment the best interests of HERITAGE HOME SCHOLARS will be served thereby.
Section 3. President
The President shall be the principle executive officer of HERITAGE HOME SCHOLARS and subject to the control of the Board of Directors, shall in general supervise and lead all of the business affairs of HERITAGE HOME SCHOLARS. The President shall, when present, preside at all meetings of the Board of Directors and he/she may sign, with the Secretary or any other proper officer thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the by-laws to some other officer or agent of HERITAGE HOME SCHOLARS or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4. Vice President
In absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform all the duties of the president, and when so acting, shall have all the powers or and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 5. Secretary
The Secretary shall (a) keep the minutes of the proceedings of the Board of Directors, annual meetings and meetings of the membership and maintain files for historical purpose; (b) see that minutes are publicized for membership as dictated in article III section 2, and that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of records; (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors; and (e) if leaving office, will provide all records in custody to the next secretary elect.
Section 6. Treasurer
The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of HERITAGE HOME SCHOLARS , (b) be able to receive and give receipt for monies due and payable to HERITAGE HOME SCHOLARS and deposit such monies in the name of HERITAGE HOME SCHOLARS in such banks, trust companies or other depositaries as shall be selected by the Board of Directors, (c) submit quarterly reports to the Board of Directors, (d) receive registration and class fees for co-op and allot payments for teachers accordingly, (e) file any tax documents with the state, and (f) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
ARTICLE V
Committees
Committees may be established from time to time and appointed by the President of the Board of Directors or by action of the Board of Directors to consider and report on matters assigned at the time of appointment or action.
ARTICLE VI
Members
Section 1. Members
Membership in HERITAGE HOME SCHOLARS shall be available to and is restricted to Christian homeschooling families who are educating their own children or those in their guardianship regardless of race or nationality. Guest memberships are offered for those who are not actively homeschooling their children but are otherwise involved in the group, such as a guest teacher. Guest members do not have full rights and privileges of membership, they are not counted in the membership numbers, and do not have voting privileges.
Families are defined as married heterosexual parents/guardians or a single heterosexual parent/guardian, their children and extended family members of the same household. All members and applicants for membership will be accepted upon payment of annual dues and receipt of the signed Membership Form. This Membership Form must always include the following declarations: 1) a statement confirming their faith in Jesus Christ and their submission to the authority of God's Word, 2) an acknowledgement that they have read the "Core Beliefs" and will not teach anything at a HERITAGE HOME SCHOLARS function that conflicts with these beliefs in any way, and 3) a release from liability.
Section 2. Rights and Privileges
Members of HERITAGE HOME SCHOLARS shall enjoy all of the rights and privileges of membership in HERITAGE HOME SCHOLARS as established by the Board of Directors and subordinate committees. Members shall be entitled to participate in all activities of HERITAGE HOME SCHOLARS subject to the authority of the Board of Directors.
Section 3. Duties and Responsibilities
By submitting an application for membership to HERITAGE HOME SCHOLARS, members agree to abide by all standards and policies of HERITAGE HOME SCHOLARS as established by the Board of Directors. Members shall refrain from engaging in any activity that may bring reproach on HERITAGE HOME SCHOLARS or parentally directed education. All HERITAGE HOME SCHOLARS members agree that while at HERITAGE HOME SCHOLARS functions they will not teach anything against the stated core beliefs.
Section 4 - Termination of Membership
Members may terminate membership in HERITAGE HOME SCHOLARS at any time by providing notice of the same to the Membership Committee. Membership of any member may be involuntarily terminated by a majority vote of the entire Board of Directors whenever in its judgment the best interest of HERITAGE HOME SCHOLARS will be served thereby.
ARTICLE VII
Adoption and Amendment of By-Laws, Constitution, and Addendums
With the exception of Article VIII, which is irrevocable and not subject to amendment, these by-laws shall be amended only by a majority vote of the HERITAGE HOME SCHOLARS membership. Additionally, The Constitution (including Core Beliefs) shall be amended only by a two thirds (2/3) majority vote of the HERITAGE HOME SCHOLARS membership.
Addendums can be created, deleted, or modified any time by the board of directors with a majority vote of the board. Modifying or creating addendums can be delegated to a committee, but the board must approve all such actions.
ARTICLE VIII
Dissolution
In the event that HERITAGE HOME SCHOLARS should be dissolved for any reason, then, in that event, all assets of HERITAGE HOME SCHOLARS, if any, shall be transferred to another 501(c)3 nonprofit organization to be determined by the board. This provision of the by-laws is irrevocable except as necessary to designate the name of the transferee qualifying under the income tax laws of the state.
ARTICLE IX
Director and Officer Indemnification
The corporation shall indemnify any and all of its officers, members of the Board of Directors, or former officers or members, or any person who may have served at its request or by its election as a member or office of the corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been members or officers of the corporation, except in relation to matters as to which any such member or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability. The indemnification provided hereby shall not be deemed exclusive of any other right to which anyone seeking indemnification hereunder may be entitled under any by-law, agreement, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The corporation may purchase and maintain insurance on the behalf of any member, officer, agent, employee or former member or officer or other person, against any liability asserted against them and incurred by him to the extent that the corporation would have the power to indemnify him against such liability under the provisions of this Article and the law of the state.