Precept Schools of Virginia, Inc.

PREAMBLE

We believe the Holy Bible is God’s truth, and that Jesus Christ is Lord.

To ensure for generations to come that God’s precepts of learning and living for Him will never be forgotten or forsaken.

Precept Schools of Virginia believes that Christian children are given ability by God to achieve their full potential. Therefore, its mission is to be an integral tool that God uses to accomplish his perfect will and plan in his children. These children will then have the knowledge, understanding, skills and wisdom to change the world in the name of the Lord Jesus Christ.

Article I. NAME

The name of this school, a non-profit corporation chartered in the Common-wealth of Virginia, shall be Precept Schools of Virginia, Inc.

Article II. PURPOSE

1. This corporation shall have and exercise only such powers as shall permit it to qualify as an “exempt organization” under the provisions of Sec. 501 (c) (3) and (4) of the United States Internal Revenue Code as now written or hereafter amended, and no part of the net earnings of the corporation shall inure to the benefit of any private person or individual, nor shall any substantial part of its activities consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall it in any way participate in, or intervene in any political campaign on behalf of any candidate for public office.
2. Consistent with this policy, in furtherance of the general powers conferred by the Laws of the State of Virginia, and subject to the provisions set forth in its Articles of Incorporation, this corporation has the following purposes and powers, it being expressly provided that enumeration of its specific powers hall not be constituted to limit or restrict in any way the general powers of the corporation:
   1. To function as a private, non-profit organization in compliance with the provisions of the aforementioned act and applicable subsequent legislation.
   2. To provide services to the community as a private Christian school following the classical method of instruction.
   3. To provide a place and an educational program that stimulates and nurtures the spiritual, social, physical and academic development of children and youth.
   4. Specifically to do all and everything necessary, suitable and proper for the accomplishment of any of the purposes herein set forth, either alone or in association with other government or private corporations, firms, or organizations or other individuals, and to do every act or acts incidental to or growing out of the aforesaid purpose or powers, or any part or parts thereof, provided the same be not inconsistent with the law under which this corporation is organized or the regulation of other funding sources where applicable.

Article III. MEMBERS

There shall be no members, as specified in the Articles of Incorporation.

Article IV. BOARD OF DIRECTORS

1. The management of the affairs of the corporation shall be vested in a Board of Directors, consisting of not less than three (3) members.
2. Election: A director must be nominated by the Board of Directors and elected unanimously by the directors present at a duly called meeting.
3. Vacancies: In the event any member of the Board of Directors shall by reason of death, resignation, removal or for any other reason be unable to carry on his or her duties as a member of the Board of Directors, notice of the same shall be given by the Secretary to the Board Chairperson.
4. Term of Office: Directors may serve continuously on the Board, if they so choose to do.
5. Removal: Any Board member habitually unable or unwilling to come into agreement on decisions will be considered for removal by the Board. Since Precept Schools of Virginia, Inc encourages a highly engaged, participatory Board of Directors, members unable or unwilling to regularly attend meetings may be subject to removal after three consecutive unexcused absences. (See Article VIII, Meetings, Section E.2 below.)
6. Compensation: Regular compensation to all members for their services on the Board of Directors is not permitted. Reimbursement for expenses is permitted.
7. Confidentiality: Board members are expected to respect the confidentiality under which the discussions take place during all Board meetings.
8. Head of School: The Head of School shall be a voting member of the Board of Directors subject to annual reaffirmation by the remainder of the Board, and need not participate in the rotation of corporate officers.

Article V. POWERS

1. The powers of the Board of Directors shall include.
   1. The election of the Chairperson and other officers of the Board of Directors.
   2. The nomination and election of Directors.
   3. The determination and final approval of regulations and policies, personnel, fiscal and programmatic policies.
   4. The selection of the Head of School to carry out the educational program and policies of the school.
   5. The ongoing conduct of oversight, self-regulation, education and annual evaluation of the Board.
   6. The authority by resolution to authorize the letting of contract, acceptance of grants, execution of loans and the selection of depository for corporate assets.
   7. The final approval of all proposals and budgets.
   8. The enforcement of compliance with all conditions of grants and/or contracts.
   9. The determination of rules of procedure for the Board; however, Roberts Rules of Order shall be used except where they do conflict with the policies, by-laws or the authority of other sources of funding to the corporation.

Article VI. OFFICERS

1. The officers of the corporation shall consist of a Chairperson, Vice Chairperson, Secretary, Treasurer and such additional officers as the Board of Directors may from time to time deem desirable and necessary. Except for the Treasurer, officers are required to be members of the Board of Directors.
   1. Terms: Officer appointments shall be for one year, and shall proceed by rotation. After serving on the Board for a minimum of one year, a certain Director may be appointed as Secretary. The following year the same Director will serve as Vice-Chairperson, and in the third year the same Director shall serve as Chairperson. After serving as Chairperson, this Director shall retire from office for a minimum of one year. This rotation procedure shall allow all Directors the opportunity to hold office and exercise leadership roles within the Board of Directors.
   2. Duties of the Officers:
      1. Chairperson: The Chairperson shall preside at all meetings of the Board of Directors and shall appoint all standing and special committees of the Board of Directors. The Chairperson shall prepare and distribute the agenda for each Board meeting. The Chairperson shall have general supervision of the affairs of the corporation and shall perform all of the duties commonly incident to the office and such other duties as the Board of Directors may from time to time designate.
      2. Vice-Chairperson: The Vice-Chairperson shall perform the duties and have the powers of the Chairperson in the event of the absence, resignation or disability of the Chairperson.
      3. Secretary: The Secretary shall have the responsibility for the issuance of notices and the keeping of accurate minutes and a record of the attendance of all meetings of the Board of Directors. The minutes of all such meetings shall be prepared and signed by the Secretary, and shall be kept in the principal office of the corporation. Minutes shall be sent to all Directors, preferably by e-mail, prior to the next meeting of the Board of Directors. The Secretary shall keep accurate books showing membership of the Board of Directors and its committees and shall perform all the duties commonly incident to this office and such other duties and have such other powers as from time to time may be designated by the Board of Directors.
      4. Treasurer: The Treasurer shall exercise management and control as the Board of Directors may direct. The Treasurer shall make or cause to be made monthly financial reports to the Board of Directors upon the operations and the positions of the corporation as of the end of the preceding month; and shall also present and annual statement of the results of financial operations and the financial position of the corporation as of the end of each fiscal year.
      5. Assistant Officers: The Board of Directors in its discretion may elect assistant officers. Any assistant officer shall act as an assistant to and under the direction of his/her superior officer and shall be vested with all powers and be required to perform any of the duties of the superior officer, and from time to time perform such other and further duties as may be required by the Board of Directors.
   3. Removal: Any officer or member of any committee appointed or elected by the Board of Directors who is unable or unwilling to faithfully discharge his/her duties will be asked to resign, and/or will be removed from office.

Article VII. MEETINGS

1. Annual Meeting: The annual meeting of the Board of Directors shall be held in August each year on such date and time as the Board of Directors may determine.
2. Regular Meetings: Regular meetings of the Board of Directors shall be held at least monthly. The Board may elect to hold such meeting on any day of the week and at such time as may be convenient for all members of the Board. Every regular meeting of the Board of Directors shall provide the opportunity for a parent comment period as part of its routine agenda.
3. Special Meetings: Special meetings of the Board of Directors may be called from time to time by the Chairperson or any two (2) members of the Board of Directors upon written notice forwarded at least three (3) days in advance of such meeting. All such notices shall be sent by first class mail or by e-mail (with confirmed contact) by the Secretary or an Assistant Secretary, if any, and shall specify the business to be considered at the special meeting.
4. Annual Board Retreat: At some point in the calendar year which is determined to be convenient for all the members of the Board of Directors, an annual Board retreat shall be scheduled for the purposes of Board performance evaluation, training and/or strategic planning.
5. Quorum:
   1. A quorum for a meeting of the Board of Directors for the transaction of business shall be at least 2/3 or a minimum of 3 of the non-vacant seats on the Board. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise specifically required by law.
   2. Attendance: Absence by a Board member from three (3) consecutive regular meetings without excuse may be considered as a resignation. The Secretary shall make Board members aware of their successive absences from two (2) consecutive meetings and the action that may be taken by the Board after three (3) consecutive unexcused absences.
6. Notice of Meeting:
   1. Notice of the annual meeting and each regular meeting, stating the place, hour and day shall be sent to each member of the Board of Directors at least two (2) days prior to the meeting.
   2. Notice of special meetings, stating the place, purpose, hour and day, shall be sent to each member of the Board of Directors prior to such meeting, through confirmed contact.
7. Method of Voting: Voting on any issue shall be by unanimous consent of a quorum and may be by voice or show of hands, unless the presiding officer shall order that voting be by written secret ballot.
8. Participation by Electronic Means: Directors may participate and hold a meeting by means of conference telephone or alternate communications equipment that provides for the simultaneous distribution and reception of information among the Directors. Such participation shall constitute attendance and presence in person at such a meeting.
9. Written Agreement in Place of Meeting: The Board may elect to take actions in writing rather than meeting in person. Writing may include email or fax transmission. So long as all Board members are given an opportunity to participate equally in writing, and consent to using a written format, the decisions made by the Board in writing shall carry equal weight and validity to decisions made at a meeting of the Board.
10. Recording of Minutes: The Board shall keep written minutes for each meeting which fairly and accurately reflect the business of the meeting, including a record of votes on all motions. Minutes of the previous meeting shall be distributed to all members before the next meeting and copies made available to the public upon request whenever possible.

Article VIII. COMMITTEES

1. Standing Committees: There shall be such standing committees as the Chairperson and Board of Directors may determine to be necessary to provide one such committee corresponding to each functional program of the corporation. Each committee shall be chaired by a Board of Directors member and committee members may be drawn from corporation employees and staff, school parents and/or the community at large. Each such committee shall have the responsibility of:
   1. Familiarizing itself and gaining expertise with respect to its corresponding program or programs as carried out by the employees and staff of the corporation;
   2. Initiating, developing and presenting for the consideration of the Board of Directors plans relating to their area of interest for future activities of the Corporation, including recommendations with respect to the goals to be attained and a budget of estimated costs and expenditures required to attain such goals;
   3. Initiating, developing and presenting for the consideration of the Board of Directors an annual evaluation report to be submitted in writing and presented at the annual meeting and such interim reports as may from time to time be deemed appropriate; and
   4. Such other tasks and duties as may from time to time be assigned by the Chairperson or the Board of Directors.
2. Other Committees: The Board of Directors shall have such other committees or sub-committees as from time to time may be appointed by the Chairperson or the Board.

Article IX. GENERAL

1. Fiscal Year: The fiscal year of the corporation shall begin on July 1st and end on June 30th of each year. The Board of Directors shall provide for an annual report of all the financial records of the PSV. The Board of Directors may authorize the use of an outside accountant/auditor.
2. Banks and Checking: All monies of the corporation shall be deposited in its name in such banking institutions as may be designated by the Board, and checks drawn on any account of the corporation shall be signed by the Head of School and countersigned by such member or members of the Board of Directors as may be available.
3. Indemnification Against Liability: The corporation shall indemnify and hold harmless each person who shall serve at any time as a director or officer of the corporation from and against any and all claims and liabilities to which such person may become subject by reasons of his/her having been a director or officer of the corporation, or by reasons of any action alleged to have been taken or omitted by him as such director or officer.
4. Amendments: The By-Laws may be amended by a unanimous vote of the members of the Board of Directors present at any regular meeting, providing the text of the amendment has been sent to each Board member at least three (3) days prior to such meeting.

Article X. DISSOLUTION

Should the organization cease to operate, voluntary dissolution procedures shall be initiated in accordance with the requirements of the statutes of the State of Virginia. The requirements by the Internal Revenue Code with respect to distribution of properties held by a corporation which has been granted tax exempt status or other funding source requirements shall be followed.

These By-Laws were adopted at a special meeting of the Board of Directors of Precept Schools of Virginia on the date indicated below.

_______________25th of May, 2009_______________ Date

The following persons certify the adoption of these By-Laws on the date written above:

Mark E. Martin, Chairman___________________________

Printed Name and Title Signed ___________________________

Becky L. Hensley, Head of School___________________________

Printed Name and Title Signed ___________________________

Debbie S. Shinstine, Director___________________________

Printed Name and Title Signed ___________________________