IACS Constitution & By-Laws
Article 1 - Name
Indiana Association of Christian Schools
Article 2 - Purpose
To promote education in private Christian schools through the dissemination of information as well as coordinated academic, music and sports competition. The Association seeks to promote and encourage excellence in Christian education and its representative member schools within the state of Indiana.
Article 3 - Doctrinal Statement
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, 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. 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.
4.0. 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.
4.1. 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).
4.2 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).
4.3. 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, 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. 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.
4.0. 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.
4.1. 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).
4.2 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).
4.3. 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
QUALIFICATIONS AND APPROVAL
5.1. Member schools must be in full agreement with the Purpose, Doctrinal Statement and Philosophy of Education of the Indiana Association of Christian Schools.
5.2. 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.
5.3. Membership in the Indiana Association of Christian Schools constitutes membership in the American Association of Christian Schools.
5.4. 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.
MEMBER MEETINGS
5.6. 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.
5.7. 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).
5.8. 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.
5.9. 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.
5.1. Member schools must be in full agreement with the Purpose, Doctrinal Statement and Philosophy of Education of the Indiana Association of Christian Schools.
5.2. 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.
5.3. Membership in the Indiana Association of Christian Schools constitutes membership in the American Association of Christian Schools.
5.4. 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.
MEMBER MEETINGS
5.6. 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.
5.7. 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).
5.8. 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.
5.9. 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
7.2.1. NUMBER: The number of directors shall be nine (9), and the Board of Directors shall be composed of 5 pastors and 4 school administrators.
7.2.2. QUALIFICATIONS: Each Director must be a pastor of a church affiliated with a member school or the administrator of a member school.
7.2.3. NOMINATION: The Nominating Committee may nominate candidates for the Board of Directors. These candidates must meet the qualifications for the Board of Directors.
7.2.4. 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.
7.2.5. 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.
7.2.6. 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.
7.2.7. 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.
7.2.8. 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.
7.2.9. 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
7.3.1. 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.
7.3.2. 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.
7.3.3. 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
7.4.1. REGULAR MEETINGS: Any regular meeting may be held without any other notice than a resolution of the Board of Directors.
7.4.2. 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.
7.4.3. 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.
7.5. VOTING PERCENTAGE; QUORAM
7.5.1. A two-thirds (66%) majority of the Directors in office immediately before a meeting begins constitutes a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the remaining Directors shall constitute a quorum. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is required by these Bylaws or other applicable law.
7.6. ACTION BY WRITTEN CONSENT
7.6.1. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if the action is approved in writing (including electronic communications such as email or text message from an account or number listed for each Director in IACS’s records) by all members of the Board of Directors. The action shall be evidenced by at least one written consent which describes the action taken, is signed by each director, and is included in the minutes or filed with the corporate records. An action taken by written consent shall be effective when the last director signs the consent unless the consent specifies a prior or subsequent effective date. A signed written consent shall have the effect of a vote taken at a meeting and may be described as such in any document.
7.7. PROXY PROHIBITED; PRESUMPTION OF ASSENT
7.7.1. No Director may act by proxy on any matter. A Director who is present at a meeting at which action on any corporate matter is taken by the Board of Directors, or by a committee thereof acting on its behalf, is conclusively presumed to have consented to the action taken unless such Director's dissent is entered in the minutes of the meeting or unless such Director files their written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment of such meeting or forwards such dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent or abstain does not apply to a Director who voted in favor of such action.
7.8. COMPENSATION
7.8.1. Directors of IACS shall serve without compensation but may be reimbursed for reasonable expenses incurred in the course of performing their duties as Directors upon approval of a majority of the Directors.
7.9. CONFLICT OF INTEREST
7.9.1. An interested Director as further defined in this section who is directly or indirectly a party to a transaction with the IACS (an “interested transaction”) shall make a full disclosure of the material facts of the transaction and his or her interest in or relationship to such transaction to the Board of Directors and to any committee of the Board considering such transaction promptly after having knowledge of such interest or relationship and prior to any action by the Board or such committee to approve such transaction.
7.9.2. Such disclosure shall be made at the first meeting of the Board or committee after the interested Director knows that the transaction is or may be an interested transaction. The interested director shall disclose the nature and extent of his or her interest and respond to pertinent questions regarding that interest. Any other Director, or any Officer, agent of IACS or committee member who has knowledge of such interested transaction shall inform the Board or the committee considering the interested transaction.
7.9.3. An interested Director shall not vote upon the transaction to which the Director is directly or indirectly a party, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction, but the interested director may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee at which the transaction is considered. The interested director shall be required to leave the meeting during discussion and any vote on the interested transaction.
7.9.4. The Board of Directors shall have the power to dismiss an interested Director and declare a vacancy for violation of this policy.
7.9.5. In no event may IACS provide an economic benefit to or for the use of a Director, whether directly or indirectly, nor may the Board approve a transaction which is not fair and reasonable to IACS. Any such transaction shall be deemed voidable. An “economic benefit” transaction is an “excess benefit transaction” as defined in Section 4958(c) of the Internal Revenue Code and Treasury Regulation Section 53.4958, which in general means a transaction in which IACS provides a benefit whose value exceeds the value of the consideration (including the performance of services) received for providing the benefit.
7.9.6. In considering any interested transaction, including a potential excess benefit transaction, the Board of Directors, or any committee of the Board acting for the Board, shall make a determination of whether the proposed transaction is an excess benefit transaction and shall concurrently document the basis for its determination by obtaining appropriate data as to the comparability of the value paid and received in similar transactions prior to making its determination. Such data should include sufficient information so that the Board or the committee, given the knowledge and expertise of the Directors or committee, is able to determine whether, under the standards set forth in Treasury Regulation Section 53.4958-4(b), a compensation arrangement in its entirety is reasonable or the transaction is at fair market value.
7.9.7. A Director is an “interested director” if the transaction with IACS, whether or not such transaction is a potential excess benefit transaction, will provide a financial benefit directly or indirectly to the director or for the use of the director. A Director is “indirectly” a party to a transaction and IACS provides a benefit “indirectly” if a member of the family of the Director is benefitted, or if an entity is benefitted or the entity which is a party to the transaction is an entity in which the director or a member of the family of the director has a material financial interest or the director or a member of the family of the director is an Officer, director or general partner of the entity. For purposes of subsection (c) above, a director is provided a benefit “indirectly” if any of his or her family members or controlled entities as defined under Section 4958 of the Internal Revenue Code and Treasury Regulation Section 53.4958 receives such benefit.
7.10. MEETINGS OF THE BOARD.
The Board shall normally have at least two (2) meetings annually, one of which shall be designated as the annual meeting. Special business meetings may be called at the discretion of the President or the Executive Committee, providing a ten-day written notice is given to the individual Board Members, with the particulars of the meeting stated. Six (6) members of the Board shall constitute a quorum for the transaction of business.
7.11. RULE OF ORDER. All meetings of the Indiana Association of Christian Schools and meetings of the Board shall be governed by generally accepted rules of parliamentary order.
7.12. ANNUAL BUSINESS MEETING. An annual business meeting of the Association shall be held in the spring of each year.
7.13. MEETINGS OF MEMBER SCHOOLS. The Indiana Association of Christian Schools shall conduct meetings at the call of the Board or at the call of a majority of member schools.
7.14. VOTING. Each member school shall have one (1) vote and the vote shall be cast by the official representative of the respective school.
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
7.2.1. NUMBER: The number of directors shall be nine (9), and the Board of Directors shall be composed of 5 pastors and 4 school administrators.
7.2.2. QUALIFICATIONS: Each Director must be a pastor of a church affiliated with a member school or the administrator of a member school.
7.2.3. NOMINATION: The Nominating Committee may nominate candidates for the Board of Directors. These candidates must meet the qualifications for the Board of Directors.
7.2.4. 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.
7.2.5. 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.
7.2.6. 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.
7.2.7. 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.
7.2.8. 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.
7.2.9. 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
7.3.1. 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.
7.3.2. 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.
7.3.3. 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
7.4.1. REGULAR MEETINGS: Any regular meeting may be held without any other notice than a resolution of the Board of Directors.
7.4.2. 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.
7.4.3. 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.
7.5. VOTING PERCENTAGE; QUORAM
7.5.1. A two-thirds (66%) majority of the Directors in office immediately before a meeting begins constitutes a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the remaining Directors shall constitute a quorum. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is required by these Bylaws or other applicable law.
7.6. ACTION BY WRITTEN CONSENT
7.6.1. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if the action is approved in writing (including electronic communications such as email or text message from an account or number listed for each Director in IACS’s records) by all members of the Board of Directors. The action shall be evidenced by at least one written consent which describes the action taken, is signed by each director, and is included in the minutes or filed with the corporate records. An action taken by written consent shall be effective when the last director signs the consent unless the consent specifies a prior or subsequent effective date. A signed written consent shall have the effect of a vote taken at a meeting and may be described as such in any document.
7.7. PROXY PROHIBITED; PRESUMPTION OF ASSENT
7.7.1. No Director may act by proxy on any matter. A Director who is present at a meeting at which action on any corporate matter is taken by the Board of Directors, or by a committee thereof acting on its behalf, is conclusively presumed to have consented to the action taken unless such Director's dissent is entered in the minutes of the meeting or unless such Director files their written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment of such meeting or forwards such dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent or abstain does not apply to a Director who voted in favor of such action.
7.8. COMPENSATION
7.8.1. Directors of IACS shall serve without compensation but may be reimbursed for reasonable expenses incurred in the course of performing their duties as Directors upon approval of a majority of the Directors.
7.9. CONFLICT OF INTEREST
7.9.1. An interested Director as further defined in this section who is directly or indirectly a party to a transaction with the IACS (an “interested transaction”) shall make a full disclosure of the material facts of the transaction and his or her interest in or relationship to such transaction to the Board of Directors and to any committee of the Board considering such transaction promptly after having knowledge of such interest or relationship and prior to any action by the Board or such committee to approve such transaction.
7.9.2. Such disclosure shall be made at the first meeting of the Board or committee after the interested Director knows that the transaction is or may be an interested transaction. The interested director shall disclose the nature and extent of his or her interest and respond to pertinent questions regarding that interest. Any other Director, or any Officer, agent of IACS or committee member who has knowledge of such interested transaction shall inform the Board or the committee considering the interested transaction.
7.9.3. An interested Director shall not vote upon the transaction to which the Director is directly or indirectly a party, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction, but the interested director may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee at which the transaction is considered. The interested director shall be required to leave the meeting during discussion and any vote on the interested transaction.
7.9.4. The Board of Directors shall have the power to dismiss an interested Director and declare a vacancy for violation of this policy.
7.9.5. In no event may IACS provide an economic benefit to or for the use of a Director, whether directly or indirectly, nor may the Board approve a transaction which is not fair and reasonable to IACS. Any such transaction shall be deemed voidable. An “economic benefit” transaction is an “excess benefit transaction” as defined in Section 4958(c) of the Internal Revenue Code and Treasury Regulation Section 53.4958, which in general means a transaction in which IACS provides a benefit whose value exceeds the value of the consideration (including the performance of services) received for providing the benefit.
7.9.6. In considering any interested transaction, including a potential excess benefit transaction, the Board of Directors, or any committee of the Board acting for the Board, shall make a determination of whether the proposed transaction is an excess benefit transaction and shall concurrently document the basis for its determination by obtaining appropriate data as to the comparability of the value paid and received in similar transactions prior to making its determination. Such data should include sufficient information so that the Board or the committee, given the knowledge and expertise of the Directors or committee, is able to determine whether, under the standards set forth in Treasury Regulation Section 53.4958-4(b), a compensation arrangement in its entirety is reasonable or the transaction is at fair market value.
7.9.7. A Director is an “interested director” if the transaction with IACS, whether or not such transaction is a potential excess benefit transaction, will provide a financial benefit directly or indirectly to the director or for the use of the director. A Director is “indirectly” a party to a transaction and IACS provides a benefit “indirectly” if a member of the family of the Director is benefitted, or if an entity is benefitted or the entity which is a party to the transaction is an entity in which the director or a member of the family of the director has a material financial interest or the director or a member of the family of the director is an Officer, director or general partner of the entity. For purposes of subsection (c) above, a director is provided a benefit “indirectly” if any of his or her family members or controlled entities as defined under Section 4958 of the Internal Revenue Code and Treasury Regulation Section 53.4958 receives such benefit.
7.10. MEETINGS OF THE BOARD.
The Board shall normally have at least two (2) meetings annually, one of which shall be designated as the annual meeting. Special business meetings may be called at the discretion of the President or the Executive Committee, providing a ten-day written notice is given to the individual Board Members, with the particulars of the meeting stated. Six (6) members of the Board shall constitute a quorum for the transaction of business.
7.11. RULE OF ORDER. All meetings of the Indiana Association of Christian Schools and meetings of the Board shall be governed by generally accepted rules of parliamentary order.
7.12. ANNUAL BUSINESS MEETING. An annual business meeting of the Association shall be held in the spring of each year.
7.13. MEETINGS OF MEMBER SCHOOLS. The Indiana Association of Christian Schools shall conduct meetings at the call of the Board or at the call of a majority of member schools.
7.14. VOTING. Each member school shall have one (1) vote and the vote shall be cast by the official representative of the respective school.
Article 8 - Committees of the Board
8.1. COMMITTEES AUTHORIZED TO ACT FOR THE BOARD
8.1.1. 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.
8.1.2. 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.
8.1.3. MEMBERSHIP: Each committee authorized to act for the Board shall have at least one Director as a member.
8.1.4. 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.
EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the President, the Vice-President, the Secretary, and the Treasurer of the Association.
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.
8.1.1. 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.
8.1.2. 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.
8.1.3. MEMBERSHIP: Each committee authorized to act for the Board shall have at least one Director as a member.
8.1.4. 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.
EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the President, the Vice-President, the Secretary, and the Treasurer of the Association.
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
9.2.1. 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.
9.2.2. 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.
9.2.3. TERM: The terms of the Officers shall be set by the Board of Directors.
9.2.4. 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.
9.2.5. 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.
9.2.6. 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.
9.2.7. 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.
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
9.2.1. 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.
9.2.2. 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.
9.2.3. TERM: The terms of the Officers shall be set by the Board of Directors.
9.2.4. 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.
9.2.5. 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.
9.2.6. 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.
9.2.7. 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 Tranactions
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.
Revised and adopted January 26, 1983; January 18, 2008
