TLE Christian Academy
2721 Summers St. NW
Kennesaw, GA 30144
770-218-1790

By-Laws

BY-LAWS

OF

TLE Christian Academy, Incorporated

 

ARTICLE ONE

OFFICES

 

The “Corporation” is the “TLE Christian Academy” or “Academy” is used interchangeably in the following by-laws.

 

Section 1: Principal Office:

The principal office is at 2091 Henderson Mountain Road, Jasper, Georgia 30143.

 

Section 2: Change of Address:

The designation may be changed by modification of these by-laws.

 

 

ARTICLE TWO

NONPROFIT PURPOSES

Section 1: IRC Section 501 (c) 3 Purposes:

The corporation 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 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Section 2: Specific Objectives and Purposes:

The TLE Christian Academy is to be a leading learning model to efficiently prepare youth for their professional career as responsible faith-based citizens. The deployed learning model is based on small class size, diversity of participation, integration within the community and has three specific pillars of learning:

·         Fundamentals: Students focus on the values and basic academics required for life-long success such as spiritual discipline, servant leadership, sociology, “4R’s”, etc.

·         Creativity: Students learn to learn as they are immersed in a range of creative opportunities such as art, music, debate, improvisation, problem solving, computers, etc..

·         Real World Engagement: Students gain knowledge and skills through community out reach, study of governments, business, cultures, etc.

The learning model has the learning objectives:

·         Enhanced individual requires hard work and commitment – at TLE Academy students learn that achievement leads to reward.

·         Enhanced individual learning requires knowing how one learns the best – at the TLE Academy each student is evaluated for “whole person and attunement” and these findings are used in the Academy’s learning model.

·         Enhanced individual learning goes beyond the individual – in the case of the TLE Academy individual student learning depends on the student, other students, faculty, parents, and community.


ARTICLE THREE

DIRECTORS

 

 

Section 1: Number of Directors. 

The TLE Academy Board of Directors shall consist of not less than three or more than ten members. The precise number of Directors is to be fixed by resolution of the Board of Directors from time to time. 

 

Section 2: Qualifications.

All directors shall be of the age of majority in this state. Directors shall have work and/or life experiences that align with the purposes of the Corporation.

 

Section 3: Powers. 

The property, business, strategic directions, consistency and quality of the corporation shall be managed by its Academy Board of Directors.  In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not restricted by law, by the Articles of Incorporation or by these By-Laws.

 

Section 4: Duties

It shall be the duty of the Academy directors to:

1.      Perform all duties imposed on them individually or collectively by law, the articles of incorporation, or by these bylaws.

2.      Assure that the officers of the TLE Christian Academy prepare and approve the required government documentation at the appropriate times within the corporation’s fiscal year. The TLE Christian Academy fiscal year is from January thru December.

3.      Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of the president and vice president of the TLE Christian Academy. Assure the president’s and vice president’s duties are performed properly.

4.      Assure that the officers of the TLE Christian Academy make any reasonable effort to keep a diversified student and family constellation, according to the policy of diversity established by the Board of Directors from time to time.  Not at any time shall the corporation discriminate on the basis of sex, race, color, or national origin in the administration of its educational programs, admission policies, financial aid policies, employment practices or other school-administered programs.  The policy of diversity will also extend to learning styles, motivational and sensory needs.

5.      Meet at such times and places as required by these bylaws.

6.      Register their addresses with the secretary of the corporation. Notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

 

Section 5: Terms of Office

Directors shall have a term on the board of directors of three years and may be re-elected for additional terms.

 

Section 6: Compensation

Directors will serve without compensation.

 

Section 7: Place of Meetings

The Board of Directors may hold its meetings at such place or places within or without the State of Georgia as it may from time to time determine.

 

Section 8: Regular Meetings

Board meetings will be semi-annual and the board of directors has the power to alter the number and date of these board meetings.

 

Section 9: Special Meetings

Special meetings may be called by the chairman of the Board or by any two board members. These meetings will be held in the Atlanta area.

 

Section 10: Standard Notices for Meetings

A two week notice will be provided for scheduled (semi-annual) board meetings and a reasonable notice provided for any special board meeting.

 

Section 11: Quorum for Meetings

A quorum of over 50% of the board members with an absolute minimum of three participates is required. No binding business can be conducted by the board if a quorum is not present.

 

Section 12: Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the full board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

 

Section 13: Conduct of Meetings

Meetings of the Academy board shall be presided over by the CEO of the corporation. Meetings of the local Academy boards may be presided over by either the president of the vice president of the Corporation.

 

Section 14: Vacancies

If a vacancy shall occur among the Directors by reason of death, resignation, incapacity to serve, increase in the number of directors, term expiration, termination or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority of the directors than in office, though less than a quorum. The Board of Directors, at any regular or special meeting, may suspend, expel or terminate a director for good cause.  The Corporation shall give written notice to the director subject to such action.  Written notice may be given in person or by first-class or certified mail sent to the last address of the director shown on the Corporation’s records.  Such notice shall set forth the reasons for suspension, expulsion or termination and shall provide an opportunity for the director to be heard, orally or in writing, by the Board of Directors not less than five days before the effective date of the expulsion, suspension, or termination.  A majority vote of the other directors shall be required to expel a director.

 

Section 15: Non-liability of Directors

The directors shall not be personally liable for the debts, liabilities, of other obligations of the corporation.

 

Section 16: Indemnification by Corporation of Directors and Officers

The directors of the board and officers of the corporation shall be indemnified by the corporation to the fullest extent possible under the laws of the state of Georgia.

 

Section 17: Insurance for Corporate Agents

The board may adopt a resolution authorizing the purchase of and maintenance of insurance on behalf of any agent or the corporation (including director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status.

 

ARTICLE FOUR

OFFICERS OF CORPORATION

 

Section 1: Designation of Officers

The TLE Christian Academy shall initially have two officers with the titles:

·         CEO and President

o       Initially this position also serves as Treasurer and Secretary of the Corporation

·         Vice President

·         Designation of any additional officers shall be at the discretion of the board of directors and will require bylaws amendment.

 

Section 2: Qualifications

Any person who is judged by the board to be committed to the objectives and purposes of the corporation may serve as an officer of the corporation or a director on the board.

 

Section 3: Election and Term of Office

The positions will be held until the person resigns, is removed, or is otherwise disqualified to serve. The board of directors will be responsible for selecting a successor.

 

Section 4: Removal and Resignation

Officers may resign at any time giving written notice to the board of directors. The board may remove any officer for cause at any time.

 

Section 5: Vacancies

Any vacancy caused by death, resignation, removal, disqualification, or otherwise, of the president or other designated officers shall be filled by the board of directors.

 

Section 6: Duties of CEO and President

The CEO and president shall be the chief executive officer of the TLE Christian Academy and shall, subject to the control of the board of directors, supervise and control the affairs of the Academy and the activities of the officers. The CEO and president shall perform all duties incident to the office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. The CEO shall preside at all meetings of the Academy board of directors. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, the CEO and president shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

 

The CEO and president shall also perform the duties (or assure they are performed) typical of a Secretary and Treasurer. These include:

·         Provide the leadership for the growth and success of the TLE Christian Academy in achieving its vision and purpose.

·         Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all TLE Christian Academy employees and agents of the corporation.

·         Supervise all officers, employees and agents of the corporation to assure that their duties are performed properly.

·         Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

·         Assure that all notices are duly given in accordance with the provisions of these bylaws or as required by law and be the custodian of the records as authorized by law or the provisions of these bylaws.

·         Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws and the minutes of the proceedings of the directors of the corporation

·         Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.

·         Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

·         Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.

·         Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

·         Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.

·         Render to the directors, whenever requested, an account of any or all transactions and of the financial condition of the corporation.

·         Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

·         Be responsible for the implementation and reporting of the Policy of Diversity as established by the Academy Board of Directors from time to time

 

Section 7: Compensation

The salary of the CEO and president, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received shall be reasonable and given in return for services actually rendered to or for the TLE Christian Academy. The CEO salary shall be approved in advance in accordance with this corporation's conflict of interest and compensation policy, as set forth in Article 9 of these bylaws.

 

ARTICLE FIVE

COMMITTEES

 

Section 1: Executive Committee

The board of directors may, by a majority vote, designate an Executive Committee consisting of  at least three members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation. By a majority vote, the board may at any time revoke or modify any or all of the executive committee authority, adjust the number of members and change members on the Committee. The Executive Committee shall keep minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board. Initially, the board of directors will be the Executive Committee.

 

Section 2: Other Committees

The corporation may have other committees as the board sees fit. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

 

Section 3: Meetings and Action of Committees

Meetings, content, and notifications shall be the responsibility of the Committees and their meetings and actions shall be documented and reported to the full board.

 

ARTICLE SIX

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

 

Section 1: Execution of Instruments

The board of directors, except as otherwise provided by these bylaws, may by their resolution authorize an officer or agent of the corporation to enter into any contract or execute and deliver and instrument in the name of or on behalf of the corporation. Such authority may be in general or for specific instances. Unless so authorized no officer, agent or employee shall have the power to bind the corporation by any contract, engagement or pledge.

 

Section 2: Checks and Notes

Except as otherwise specifically determined by board resolution checks, drafts notes, and all aspects of corporation indebtedness exceeding $10,000.00 shall be signed by the president and countersigned by a board member who has been authorized by the board. The TLE Christian Academy president has authority for checks and notes less than $10,000.00.

 

Section 3: Deposits

All funds shall be deposited within the banks, trust companies or other depositories approved by the board.

 

Section 4: Gifts

The board of directors or the president may accept on behalf of the TLE Christian Academy contributions, gifts, bequests, of value for the non-profit purpose of the corporation.

 

ARTICLE SEVEN

CORPORATE RECORDS AND REPORTS

 

Section 1: Maintenance of Corporate Records

The corporation shall keep at its principal office:

·         Minutes of meetings

·         Adequate and correct books and records for business transactions and accounts of its assets, liabilities, disbursements, gains and losses.

·         A record of director, officer, employee, and vendor information.

·         A copy of the corporations articles of incorporation and bylaws; including amendments and dates.

 

Section 2: Corporate Seal

The corporation will not use a corporate seal.

Section 3: Directors’ Inspection Rights

Every director has the absolute right at any reasonable time to inspect and copy books and records.

 

Section 4: Right to Copy and Make Extracts

Inspection and right to copy can be made in person or by agent or attorney.

 

Section 5: Periodic Report

The board shall cause an annual report as required under law to be prepared and delivered to an office of the state of Georgia.

 

 

 

ARTICLE EIGNT

IRS 501 (c) (3) TAX EXEMPT PROVISION

 

Section 1: Limitations on Activities

No substantial part of the activities of the corporation shall be attempting to influence legislation (except as otherwise noted by section 501 (h) of the Internal Revenue Code). The TLE Christian Academy shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.

 

Not withstanding any provisions of these bylaws, this corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under 501 (c) (3) of the Internal Revenue Code or by a corporation whose contributions are deductible under section 170(c) (2) of the Internal Revenue Code

 

Section 2: Prohibition against Private Inurnment

No part of the net earnings of this corporation shall inure to the benefit of directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and distributions in furtherance of the purposes of the corporation.

 

Section 3: Distribution of Assets

Upon the disillusionment of the corporation, its assets remaining after payment of all debts and liabilities shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code or shall be distributed to the federal government or to a state or local government for a public purpose.

 

ARTICLE NINE

CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES

 

Section 1: Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Section 2: Definitions

a. Interested Person. Any director, principal officer (president), member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

 

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

·         An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

·         A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

·         A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

Section 3: Conflict of Interest Avoidance Procedures

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

 

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The governing board or committee, after completing the due diligence, shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

 

d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 4: Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

Section 5: Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to their compensation.

 

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to their compensation.

 

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

When approving compensation for officers (president) and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

a. The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.

b. All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

·         is not the person who is the subject of the compensation arrangement, or a family member of such person;

·         is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement

·         does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement

·         has no material financial interest affected by the compensation arrangement; and

·         does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

 

c. The compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

·         Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources

·         The availability of similar services in the geographic area of this organization

·         Current compensation surveys compiled by independent firms

·         Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

 

d. The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

·         The terms of the compensation arrangement and the date it was approved

·         The members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member

·         The comparability data obtained and relied upon and how the data was obtained

·         If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.

·         If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.

·         Any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).

·         The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

 

Section 6: Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

·         has received a copy of the conflicts of interest policy,

·         has read and understands the policy,

·         has agreed to comply with the policy, and

·         understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

Section 7: Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

·         Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.

·         Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurnment, impermissible private benefit, or in an excess benefit transaction.

 

Section 8: Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors.

 

ARTICLE TEN

AMENDMENT OF BYLAWS

 

Section 1: Amendment

Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

 

ARTICLE ELEVEN

CONSTRUCTION OF TERMS

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

 

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

 

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

 

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

 

MISCELLANEOUS

MEETINGS OF THE TLE CHRISTIAN ACADEMY BOARD

 

General:  The Academy Board of Directors and the Kennesaw (or other local boards) shall meet at the place and time which shall have been determined, in accordance with the provisions of these By-Laws.

 

Annual Meetings:  The Board of Directors shall meet at least twice during the fiscal year. The TLE Christian Academy president and head master shall convene the first meeting of the Board and the Board will then set, based on fiscal and academic year needs, the best times for future board meetings. These regular meetings of the Board of Directors may be held with reasonable notice and at a convenient and appropriate location.

 

Special Meetings:  Special meetings of the Board of Directors may be called by the Chairman of the Board or two board members. Directors will receive no less than two days’ notice by mail, telegram, cablegram or personal delivery. Any such special meeting shall be held at a convenient and appropriate time and place.

 

Notice:  The notice for any meeting of the Board of Directors shall state the purposes thereof.

 

Quorum:  At all meetings of the Board of Directors, the presence of a quorum of Directors, shall be necessary to transact binding business.

           

Documentation: The Secretary will maintain the appropriate records of Board meetings, purpose, and decisions.

 

ADOPTION OF BYLAWS

We, the undersigned, are all the initial directors of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws consisting of _______ preceding pages, as the bylaws of the TLE Christian Academy, Incorporated.

Dated: __________________________

 

______________________                                        ______________________

John Ahlberg                                                               Ellen Ahlberg

 

______________________                                        ______________________

Carel Bekker                                                               Lloyd Leach   

 

______________________                                        ______________________

Bill Kessler                                                                  Cheryl Bahneman

 

                                                           

 

(END OF BY-LAWS)