IACS Constitution & By-Laws
Article 1 - Name
1.1. NAME: The name of this corporation shall be Indiana Association of Christian Schools, Inc., hereinafter referred to as “IACS.”
Article 2 - Purpose and Powers
2.1. SPECIFIC PURPOSE: IACS is a Christian ministry that exists to promote education in private Christian schools through the dissemination of information as well as coordinated academic, music and sports competition (Proverbs 22:6; Colossians 1:28). The Association seeks to promote and encourage excellence in Christian education and its representative member schools within the state of Indiana and to perform any other purpose authorized by Indiana law.
2.2. GENERAL PURPOSE: IACS is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
2.3. PROHIBITED PURPOSES AND ACTS:
2.4. POWERS: Except as provided otherwise by the Articles of Incorporation or by these Bylaws, IACS shall have all powers permitted by any applicable law.
2.2. GENERAL PURPOSE: IACS is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
2.3. PROHIBITED PURPOSES AND ACTS:
- No part of the net earnings of IACS shall inure to the benefit of, or be distributable to, its Directors, Officers or other private persons, except that IACS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article.
- No substantial part of the activities of IACS shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and IACS shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
- Notwithstanding any provision of the Articles of Incorporation of IACS or any other provision of these Bylaws, IACS shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 50l(c)(3) of the Internal Revenue Code or (b) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a) or 2522(a) of the Internal Revenue Code.
- References in this section to a provision of the Internal Revenue Code shall be deemed to refer to the provision of the Internal Revenue Code of 1986, as amended, and also to the corresponding provision of any future federal tax law.
2.4. POWERS: Except as provided otherwise by the Articles of Incorporation or by these Bylaws, IACS shall have all powers permitted by any applicable law.
Article 3 - Statement of Faith
3.1. BIBLE. We believe in the plenary, verbal inspiration of the Bible, both the old and new testaments, and that it is our only rule for faith and practice.
3.2. GOD. We believe God exists in three persons — Father, Son and Holy Spirit — and that all three are equal in divine attributes.
3.3. JESUS CHRIST. We believe in the incarnation and virgin birth of our Lord Jesus Christ and His identification as the Son of God. We believe in the vicarious substitutionary death on the cross and the atonement for the sins of mankind by the shedding of His blood. We believe in the resurrection of His body form the tomb and His continuing work of intercession for believers at the right hand of God the Father. We believe in His power to save men eternally from sin.
3.4. HOLY SPIRIT. We believe that God the Holy Spirit calls, regenerates, baptizes, indwells, fills and seals the believers. We reject modern charismatic doctrine.
3.5. CREATION. We believe in the Bible account of creation, rather than evolution, and that it was accomplished by the direct act of God.
3.6. MAN. We believe that man became a fallen creature and that all men are born in sin and are totally depraved, lost, and having reached the age of accountability are condemned to Hell, and in order to be saved must receive the new-birth experience of salvation by the grace of God through genuine faith in Jesus Christ as Lord and Savior.
3.7. FUTURE THINGS. We believe in the imminent, pre-tribulational and pre-millennial return of Christ. We believe in the bodily resurrection of all the dead -- the saved to a life of eternal glory and bliss in heaven with God; the unsaved to eternal judgment of conscious suffering and woe in the lake of fire.
3.8. SEPARATION. We believe in the biblical doctrine of separation, which encompasses three things: The separation of the local church from all affiliation and fellowship with those who deny the verities of the Christian faith; the separation of the individual believer from all worldly practices that may dishonor the Savior; and the separation of the church from state control in areas of religious liberty.
3.9. DIGNITY AND RESPECT. We believe that every person must be afforded compassion, kindness, respect, and dignity (Mark 12:28-31; Luke 6:31). Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture nor the doctrines of IACS.
3.10. LOVE. We believe that the greatest commandments are (1) to love God and (2) to love our neighbors as ourselves. (Matthew 22:36-40). We believe that we should demonstrate love toward fellow believers, those who are not believers, those who actively oppose us or our faith or doctrine, and those who engage in actions contrary to Biblical teaching. We believe that we should deal with those who oppose us graciously, gently, patiently and humbly. We believe that the Scriptures forbid the taking of revenge and the threat or use of violence as a means of resolving personal conflict or obtaining personal justice (Matthew 5:44-48; Luke 6:31; John 13:34-35; Romans 12:9-10; Philippians 2:2-4). We also believe that love and truth complement rather than conflict with one another (Ephesians 4:15).
3.11. MARRIAGE, GENDER AND HUMAN SEXUALITY. In accordance with our view of the Bible as the supreme and final authority on all matters pertaining to faith and life, we believe that marriage is the exclusive, covenant relationship between one man and one woman. We believe that marriage is an illustration of the mysterious union between Christ and the church (Ephesians 5:25-33). Though sexual intimacy within the marriage relationship between one man and one woman is approved and even celebrated in Scripture, we believe that any sexual intimacy outside of this covenant relationship falls short of God’s standard and is prohibited. Further, we believe that God wonderfully and immutably created each person as male or female and that these two distinct, complementary genders together reflect the image and nature of God. We believe any attempts to alter or change one’s birth gender fall short of God’s standards and are prohibited. (Genesis 2:24; Genesis 19:5, 13; Genesis 26:8-9; Romans 1:26-29; 1 Corinthians 5:1; 6:9; 1 Thessalonians 4:1-8; Hebrews 13:4).
3.12. STATEMENT OF FINAL AUTHORITY. The statement of faith does not exhaust the extent of our beliefs. The Bible itself, as the inspired and infallible Word of God that speaks with final authority concerning truth, morality, and the proper conduct of mankind, is the sole and final source of all that we believe. For purposes of IACS’s faith, doctrine, practice, policy, and discipline, our Board of Directors is IACS’s final interpretive authority on the Bible’s meaning and application.
3.2. GOD. We believe God exists in three persons — Father, Son and Holy Spirit — and that all three are equal in divine attributes.
3.3. JESUS CHRIST. We believe in the incarnation and virgin birth of our Lord Jesus Christ and His identification as the Son of God. We believe in the vicarious substitutionary death on the cross and the atonement for the sins of mankind by the shedding of His blood. We believe in the resurrection of His body form the tomb and His continuing work of intercession for believers at the right hand of God the Father. We believe in His power to save men eternally from sin.
3.4. HOLY SPIRIT. We believe that God the Holy Spirit calls, regenerates, baptizes, indwells, fills and seals the believers. We reject modern charismatic doctrine.
3.5. CREATION. We believe in the Bible account of creation, rather than evolution, and that it was accomplished by the direct act of God.
3.6. MAN. We believe that man became a fallen creature and that all men are born in sin and are totally depraved, lost, and having reached the age of accountability are condemned to Hell, and in order to be saved must receive the new-birth experience of salvation by the grace of God through genuine faith in Jesus Christ as Lord and Savior.
3.7. FUTURE THINGS. We believe in the imminent, pre-tribulational and pre-millennial return of Christ. We believe in the bodily resurrection of all the dead -- the saved to a life of eternal glory and bliss in heaven with God; the unsaved to eternal judgment of conscious suffering and woe in the lake of fire.
3.8. SEPARATION. We believe in the biblical doctrine of separation, which encompasses three things: The separation of the local church from all affiliation and fellowship with those who deny the verities of the Christian faith; the separation of the individual believer from all worldly practices that may dishonor the Savior; and the separation of the church from state control in areas of religious liberty.
3.9. DIGNITY AND RESPECT. We believe that every person must be afforded compassion, kindness, respect, and dignity (Mark 12:28-31; Luke 6:31). Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture nor the doctrines of IACS.
3.10. LOVE. We believe that the greatest commandments are (1) to love God and (2) to love our neighbors as ourselves. (Matthew 22:36-40). We believe that we should demonstrate love toward fellow believers, those who are not believers, those who actively oppose us or our faith or doctrine, and those who engage in actions contrary to Biblical teaching. We believe that we should deal with those who oppose us graciously, gently, patiently and humbly. We believe that the Scriptures forbid the taking of revenge and the threat or use of violence as a means of resolving personal conflict or obtaining personal justice (Matthew 5:44-48; Luke 6:31; John 13:34-35; Romans 12:9-10; Philippians 2:2-4). We also believe that love and truth complement rather than conflict with one another (Ephesians 4:15).
3.11. MARRIAGE, GENDER AND HUMAN SEXUALITY. In accordance with our view of the Bible as the supreme and final authority on all matters pertaining to faith and life, we believe that marriage is the exclusive, covenant relationship between one man and one woman. We believe that marriage is an illustration of the mysterious union between Christ and the church (Ephesians 5:25-33). Though sexual intimacy within the marriage relationship between one man and one woman is approved and even celebrated in Scripture, we believe that any sexual intimacy outside of this covenant relationship falls short of God’s standard and is prohibited. Further, we believe that God wonderfully and immutably created each person as male or female and that these two distinct, complementary genders together reflect the image and nature of God. We believe any attempts to alter or change one’s birth gender fall short of God’s standards and are prohibited. (Genesis 2:24; Genesis 19:5, 13; Genesis 26:8-9; Romans 1:26-29; 1 Corinthians 5:1; 6:9; 1 Thessalonians 4:1-8; Hebrews 13:4).
3.12. STATEMENT OF FINAL AUTHORITY. The statement of faith does not exhaust the extent of our beliefs. The Bible itself, as the inspired and infallible Word of God that speaks with final authority concerning truth, morality, and the proper conduct of mankind, is the sole and final source of all that we believe. For purposes of IACS’s faith, doctrine, practice, policy, and discipline, our Board of Directors is IACS’s final interpretive authority on the Bible’s meaning and application.
Article 4 - Philosophy of Education
4.1. We believe that true Christian education is Bible-based, Christ-centered, and student-related with its primary purpose of developing young people with character who will live for the glory of God and for the good of society.
4.2. We believe God has delegated the authority to parents to "train up a child in the way he should go," and that it is the parents' right to extend that authority to pastors and teachers. The child has the responsibility to give proper respect and obedience to those in authority over him.
4.3. We believe every student is a special, unique individual created by God, and responsible ultimately to God as Creator and Judge.
4.4. We believe it is the responsibility of the Christian school to train students to exercise self-government by instilling in them Christian character, both in discipline and in the content of the material selected for classroom use.
4.5. We believe that a Bible-based, Christ-centered, teacher-directed approach, as taught in the Word of God, ought to be the methodology of the Christian school.
4.6. We oppose modern progressive education because it rejects Bible principles in favor of atheism, humanism, naturalism, secularism, materialism, temporalism, permissiveness, relativism, and socialism, which we believe are godless philosophies.
4.2. We believe God has delegated the authority to parents to "train up a child in the way he should go," and that it is the parents' right to extend that authority to pastors and teachers. The child has the responsibility to give proper respect and obedience to those in authority over him.
4.3. We believe every student is a special, unique individual created by God, and responsible ultimately to God as Creator and Judge.
4.4. We believe it is the responsibility of the Christian school to train students to exercise self-government by instilling in them Christian character, both in discipline and in the content of the material selected for classroom use.
4.5. We believe that a Bible-based, Christ-centered, teacher-directed approach, as taught in the Word of God, ought to be the methodology of the Christian school.
4.6. We oppose modern progressive education because it rejects Bible principles in favor of atheism, humanism, naturalism, secularism, materialism, temporalism, permissiveness, relativism, and socialism, which we believe are godless philosophies.
Article 5 - Registered Agent
Unless the registered office and agent are changed by the Board of Directors, IACS shall have and continuously maintain in the State of Indiana a registered office and a registered agent, and may have other offices within or without the State of Indiana as the Board of Directors may from time to time determine.
Article 6 - Members
6.1. QUALIFICATIONS AND APPROVAL
6.2. MEMBER MEETINGS
- Member schools must be in full agreement with the Purpose, Doctrinal Statement and Philosophy of Education of the Indiana Association of Christian Schools.
- Membership shall not be open to schools and churches who are members of or in accord with the World Council of Churches, the National Council of Churches, the Charismatic Movement, the Ecumenical Movement, or any other group whose position is contrary to the intent of the Indiana Association of Christian Schools.
- Membership in the Indiana Association of Christian Schools constitutes membership in the American Association of Christian Schools.
- All schools must submit an application and be approved by a sixty-six percent (66%) vote of the Board of Directors at a duly called meeting prior to membership being accepted.
6.2. MEMBER MEETINGS
- Member meetings may be called by or at the request of the President, the Board of Directors or a majority of the member schools pursuant to a written request by those schools to the Board of Directors.
- Notice of member meetings shall be given at least ten (10) days before such meeting by written notice (including electronic communications such as email or text message to an account or number listed for each member school in IACS’s records).
- A two-thirds (66%) majority of the member schools immediately before a meeting begins constitutes a quorum. The affirmative vote of a majority of the member schools present at a meeting at which a quorum is present shall be the act of the member schools, unless the affirmative vote of a greater number of member schools is required by these Bylaws or other applicable law.
- Each member school shall have one (1) vote at member meetings, and the vote shall be cast by the official representative of the respective school.
Article 7 - Board of Directors
7.1. GENERAL POWERS: Subject to the limitations set out in the Articles of Incorporation and these Bylaws, the Board of Directors shall direct the ministry of IACS.
7.2. DIRECTORS:
7.3. MEETINGS
7.4. NOTICE OF MEETINGS
7.2. DIRECTORS:
- NUMBER: The number of directors shall be nine (9), and the Board of Directors shall be composed of 5 pastors and 4 school administrators.
- QUALIFICATIONS: Each Director must be a pastor of a church affiliated with a member school or the administrator of a member school.
- NOMINATION: The Nominating Committee may nominate candidates for the Board of Directors. These candidates must meet the qualifications for the Board of Directors.
- ELECTION: Election of Directors to fill vacancies or to elect additional Directors shall be by at least a fifty-one percent (51%) majority vote of the Board of Directors at a regular or specially called meeting.
- TERM: Directors shall serve for three (3) year terms 9with one-third being elected each year) unless a Director resigns, is removed from the Board of Directors or is serving a vacated position until the end of that term. Directors may serve an indefinite number of terms.
- RESPONSIBILITIES: The Board of Directors shall generally oversee and steward the ministry of IACS. In addition to the other responsibilities set forth in these Bylaws, the Board of Directors shall ensure that the resources, property, and facilities of IACS are used solely in a manner consistent with the Statement of Faith; and, they shall uphold the Biblical standards set out in the Statement of Faith.
- RESIGNATION: A Director may resign at any time by delivering written notice to the President or any two (2) Directors. A resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the vacancy before such date, provided the successor does not take office until such later effective date.
- REMOVAL: A Director may be removed by a sixty-six percent (66%) vote of the Directors at a duly called meeting whenever, in the judgment of the Board, the best interest of IACS will be served thereby.
- VACANCY: The Board of Directors shall fill a vacancy created for any reason by electing or approving appointment of a Director to fill such vacancy in the same manner as provided in these Bylaws for the election or appointment of the Director whose vacancy is being filled.
7.3. MEETINGS
- REGULAR MEETINGS: A regular annual meeting of the Board of Directors shall be held at any time the Board of Directors may select. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution.
- SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by or at the request of the President or the Executive Committee. The Board may fix any place, either within or without the State of Indiana, as the place for holding the special meeting.
- MEETING BY TELEPHONIC OR OTHER COMMUNICATION: Directors may conduct or participate in any regular or special meeting through the use of telephonic, videoconferencing or other means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting.
7.4. NOTICE OF MEETINGS
- REGULAR MEETINGS: Any regular meeting may be held without any other notice than a resolution of the Board of Directors.
- SPECIAL MEETINGS: Notice of any special meeting of the Board of Directors shall be given at least ten (10) days before such meeting by written notice (including electronic communications such as email or text message to an account or number listed for each Director in IACS’s records) given as provided in these Bylaws.
- WAIVER OF NOTICE: Any Director may waive notice of any meeting by signing a written waiver which shall be filed with the minutes or the corporate records. The attendance or participation of a Director at any meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting or promptly upon the Director’s arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
Article 8 - Committees of the Board
8.1. COMMITTEES AUTHORIZED TO ACT FOR THE BOARD:
8.2. ADVISORY COMMITTEE: The Board of Directors may also create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be Directors. Such advisory committees or bodies may not act on behalf of IACS or bind it to any action and shall have no authority of the Board of Directors, but may make recommendations to the Board of Directors or to the Officers. Actions and meetings of an advisory committee shall be conducted in accordance with policies adopted by the Board of Directors or, if none, as such committee shall determine.
8.3. EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the President, the Vice-President, the Secretary, and the Treasurer of the Association.
8.4. NOMINATING COMMITTEE: The Nominating Committee shall consist of the Board.
- CREATION AND MEMBERS: The Board of Directors may create one or more committees of the Board to act for the Board and appoint Directors and such other persons as the Board shall designate to serve on such committee or committees. Creation of a committee to act for the Board and appointment of members to the committee must be approved by a majority of all Directors in office when the action is taken.
- AUTHORITY: Each committee may exercise the authority of the Board of Directors to the extent permitted by law and as specified by the Board of Directors or in these Bylaws. To the extent authorized, a committee authorized to act for the Board and its members shall have the duties and responsibilities of the Board of Directors and shall be considered as such to the extent permitted by law. The Board of Directors shall be relieved from the duties and responsibilities so delegated to such a committee, subject to such limitations as are imposed by law.
- MEMBERSHIP: Each committee authorized to act for the Board shall have at least one Director as a member.
- ACTION AND MEETINGS: Actions and meetings of any committee authorized to act for the Board of Directors shall be conducted in accordance with and subject to the provisions of these Bylaws for actions and meetings of the Board of Directors.
8.2. ADVISORY COMMITTEE: The Board of Directors may also create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be Directors. Such advisory committees or bodies may not act on behalf of IACS or bind it to any action and shall have no authority of the Board of Directors, but may make recommendations to the Board of Directors or to the Officers. Actions and meetings of an advisory committee shall be conducted in accordance with policies adopted by the Board of Directors or, if none, as such committee shall determine.
8.3. EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the President, the Vice-President, the Secretary, and the Treasurer of the Association.
8.4. NOMINATING COMMITTEE: The Nominating Committee shall consist of the Board.
Article 9 - Officers
9.1. NAMED OFFICERS: The Officers of IACS shall be a President, a Vice-President, a Secretary, and a Treasurer. IACS may also have such other Officers as the Board of Directors may determine from time to time. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board of Directors, or by an Officer duly authorized by the Board of Directors to prescribe the duties of other Officers.
9.2. OFFICERS:
9.3. PRESIDENT: The President shall preside over all meetings of the Board and shall have full voice and vote with other members of the Board, shall be an ex-officio member of all committees created by the Board of Directors and shall be the chief executive Officer of the Corporation.
9.4. VICE PRESIDENT: The Vice President shall assist the President in the performance of his duties and shall assume the duties of the President if he is unable to perform those duties, as determined by the Board of Directors.
9.5. TREASURER: The treasurer shall be responsible for all financial receipts, disbursements, and records; shall submit a report at each regular board meeting and shall submit a proposed annual budget when requested by the Board of Directors.
9.6. SECRETARY: The secretary or his/her designee shall keep a full and complete record of all the proceedings of the business meetings of IACS. The secretary will make services of such notices as may be necessary or proper, supervise the keeping of the records of the corporation, and will discharge such other duties of the office as prescribed by the Board of Directors.
9.7. DELEGATION OF POWERS: For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any Officer to any other Officer or Director, but no Officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.
9.2. OFFICERS:
- QUALIFICATIONS: Each Officer shall be an individual who is also a director of IACS. Each Officer must openly profess a personal relationship with Jesus Christ, subscribe without reservation to and abide by IACS’s Statement of Faith, and display leadership qualities and a continual desire to exercise their God-given gifts through the ministry of IACS.
- ELECTION: Officers shall be elected by an affirmative vote of the Board of Directors at a duly called meeting of the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
- TERM: The terms of the Officers shall be set by the Board of Directors.
- RESIGNATION: An Officer may resign at any time by delivering written notice to the Board of Directors or the Secretary of IACS. A resignation shall be effective when the notice is effective under these Bylaws unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Board of Directors accepts the future effective date, the Board of Directors may fill the vacancy before such date, provided the successor does not take office until such later effective date.
- REMOVAL: An Officer may be removed by a sixty-six percent (66%) vote of the Directors at a duly called meeting whenever, in the judgment of the Board, the best interest of IACS will be served thereby.
- VACANCY: The Board of Directors shall fill a vacancy created for any reason by electing a successor in the same manner as provided in these Bylaws for the election of any other Officer.
- NO CONTRACT RIGHTS CREATED: The election of an Officer shall not create any contract rights. Removal or resignation of an Officer shall not affect any contract rights of the Officer or IACS otherwise existing.
9.3. PRESIDENT: The President shall preside over all meetings of the Board and shall have full voice and vote with other members of the Board, shall be an ex-officio member of all committees created by the Board of Directors and shall be the chief executive Officer of the Corporation.
9.4. VICE PRESIDENT: The Vice President shall assist the President in the performance of his duties and shall assume the duties of the President if he is unable to perform those duties, as determined by the Board of Directors.
9.5. TREASURER: The treasurer shall be responsible for all financial receipts, disbursements, and records; shall submit a report at each regular board meeting and shall submit a proposed annual budget when requested by the Board of Directors.
9.6. SECRETARY: The secretary or his/her designee shall keep a full and complete record of all the proceedings of the business meetings of IACS. The secretary will make services of such notices as may be necessary or proper, supervise the keeping of the records of the corporation, and will discharge such other duties of the office as prescribed by the Board of Directors.
9.7. DELEGATION OF POWERS: For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any Officer to any other Officer or Director, but no Officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.
Article 10 - Faculty and Staff
To preserve the function and integrity of the IACS as a Christian Ministry and to provide a biblical role model to parents, students, and the community, it is imperative that all persons employed by IACS in any capacity abide by and agree to the Statement of Faith and conduct themselves accordingly. The Executive Director of IACS is tasked with communicating and modeling the Christian faith to the members of IACS and is, therefore, considered a ministerial position.
Article 11 - Contracts and Financial Transactions
11.1 CONTRACTS: The Board of Directors may authorize any Officer or Officers, agent or agents of IACS, to enter into any contract or execute and deliver any instrument in the name of and on behalf of IACS, and such authority may be general or confined to specific instances.
11.2. LOANS: No loans shall be contracted on behalf of IACS and no evidences of indebtedness shall be issued in the name of IACS unless authorized by a resolution of the Board of Directors or by action of a duly empowered committee of the Board. Such authority to make loans may be general or confined to specified instances. No loan shall be made by IACS to a Director or Officer of IACS.
11.3. CHECKS, DRAFTS, ETC.: All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of IACS, shall be signed by such Officer or Officers, agent or agents of IACS and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments may be signed by the Treasurer or an assistant treasurer and countersigned by one other Officer.
11.4. DEPOSITS: All funds of IACS shall be deposited from time to time to the credit of IACS in such banks, trust companies, or other depositories as the Board of Directors may select.
11.5. GIFTS: The Board of Directors may accept on behalf of IACS any contribution, gift, bequest or devise for the general purposes or for any special purpose of IACS.
11.2. LOANS: No loans shall be contracted on behalf of IACS and no evidences of indebtedness shall be issued in the name of IACS unless authorized by a resolution of the Board of Directors or by action of a duly empowered committee of the Board. Such authority to make loans may be general or confined to specified instances. No loan shall be made by IACS to a Director or Officer of IACS.
11.3. CHECKS, DRAFTS, ETC.: All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of IACS, shall be signed by such Officer or Officers, agent or agents of IACS and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments may be signed by the Treasurer or an assistant treasurer and countersigned by one other Officer.
11.4. DEPOSITS: All funds of IACS shall be deposited from time to time to the credit of IACS in such banks, trust companies, or other depositories as the Board of Directors may select.
11.5. GIFTS: The Board of Directors may accept on behalf of IACS any contribution, gift, bequest or devise for the general purposes or for any special purpose of IACS.
Article 12 - Records
IACS shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any authority of the Board of Directors and shall keep at its registered office or principal office a record giving the names and addresses of the Directors. All books and records of IACS may be inspected by any Director entitled to vote for any proper purpose at any reasonable time.
Article 13 - Liability, Indemnification, and Insurance
13.1. LIMITED LIABILITY: No Director or Officer serving without compensation and no other person who renders service to or for IACS without compensation, other than reimbursement for actual expenses, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such Director, Officer or other person unless the act or omission constituted willful or wanton conduct. "Willful or wanton" conduct means a course of action which shows an actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to or conscious disregard for the safety of others or their property.
13.2. INDEMNIFICATION: Each person who at any time is or was a Director, Officer, employee or agent of IACS shall be indemnified by IACS in accordance with and to the full extent permitted by the Indiana Nonprofit Corporation Act as in effect at the time of adoption of this by-law or as amended from time to time, and by any subsequent Indiana nonprofit corporation act. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which an individual seeking indemnification may be entitled under any by-law, agreement, vote of disinterested Directors, or otherwise.
13.3. INSURANCE: If authorized by the Board of Directors, IACS may purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, employee, or agent of IACS against liability asserted against or incurred by such individual in such capacity, whether or not IACS would have the power to indemnify the individual against the same liability.
13.4. CONFLICT OF INTEREST AND EXCESS BENEFIT: Any Officer, Executive Director or other chief operating Officer, or person in a position to exercise substantial influence over the affairs of IACS within the meaning of a disqualified person as defined for purposes of Internal Revenue Code Section 4958 shall make a full disclosure to the President of IACS of his/her direct or indirect interest in any transaction with IACS before such transaction is approved. IACS shall not provide an economic benefit to or for the use of any Officer, executive director, or person in a position of substantial influence, whether directly or indirectly. Any such transaction shall be voidable. The definitions set out in the Conflict of Interest section above shall apply for purposes of this section.
13.2. INDEMNIFICATION: Each person who at any time is or was a Director, Officer, employee or agent of IACS shall be indemnified by IACS in accordance with and to the full extent permitted by the Indiana Nonprofit Corporation Act as in effect at the time of adoption of this by-law or as amended from time to time, and by any subsequent Indiana nonprofit corporation act. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which an individual seeking indemnification may be entitled under any by-law, agreement, vote of disinterested Directors, or otherwise.
13.3. INSURANCE: If authorized by the Board of Directors, IACS may purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, employee, or agent of IACS against liability asserted against or incurred by such individual in such capacity, whether or not IACS would have the power to indemnify the individual against the same liability.
13.4. CONFLICT OF INTEREST AND EXCESS BENEFIT: Any Officer, Executive Director or other chief operating Officer, or person in a position to exercise substantial influence over the affairs of IACS within the meaning of a disqualified person as defined for purposes of Internal Revenue Code Section 4958 shall make a full disclosure to the President of IACS of his/her direct or indirect interest in any transaction with IACS before such transaction is approved. IACS shall not provide an economic benefit to or for the use of any Officer, executive director, or person in a position of substantial influence, whether directly or indirectly. Any such transaction shall be voidable. The definitions set out in the Conflict of Interest section above shall apply for purposes of this section.
Article 14 - Facility Use
IACS may make its facilities available to community events as an expression of its religious mission to demonstrate love for and engagement with the community (Mark 12:31; Matthew 28:16-20). However, IACS only makes its facilities available to activities that are consistent with the mission and beliefs of IACS as expressed in these Bylaws and its Statement of Faith. Allowing activities or ceremonies contrary to the mission and statement of faith would violate the school’s beliefs and religious practices, would render assistance to beliefs and practices contrary to its own, produce confusion and scandal among its members, and send an inconsistent message to the community. (2 Corinthians 6:14; 1 Thessalonians 5:22). Therefore, approval of the Board of Directors or their designee must first be secured for use of any property, buildings, or equipment for activities other than regularly scheduled school activities.
Article 15 - Amendment to the Bylaws
Except as otherwise provided in this Article, in other provisions of these Bylaws or by law, the Board of Directors at a meeting at which a quorum is present may alter, amend, or repeal the Bylaws or adopt new Bylaws by a sixty-six percent (66%) majority vote of the Directors in office. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.
Article 16 - Dissolution of IACS
Upon the dissolution of IACS, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of IACS, dispose of all of its assets exclusively for the purposes of IACS in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of general jurisdiction of the county in which the principal office of IACS is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Revised and adopted June 12, 2021; January 26, 1983; January 18, 2008.
