Article I – Name, Purpose, Location
Section 1 – Name
The name of the organization shall be Trinity Homeschool Enrichment of Hunt County (hereinafter referred to as "Trinity" or "organization").
Section 2 – Purpose
Trinity is organized exclusively for educational, religious, and charitable purposes. The mission of the bible-based organization is to provide homeschooling families with educational and enrichment classes, fellowship events, ministry opportunities, and community outreach services.
Section 3 – Location
The principle office location of the organization shall be located in Hunt County, Texas. The organization shall maintain a registered agent as the registered office location, as required by the Texas Non-Profit Act. The organization may have any number of offices at such places as the Board may determine.
Article II – Membership
Section 1– Qualifications
The qualifications for membership are: approved application, payment of fees, agreement to follow policies and guidelines including participation in a volunteer role, and homeschooling according to Texas State law.
Section 2 – Rights
The organization members shall have the right to vote on election of Board of Director members. All other decisions will be made by the Board of Directors. The management of the organization is vested in the Board of Directors.
Article III – Meetings
Section 1 – Date, Time, Place
The Board of Directors will set the date, time and place of the organization’s meetings. The Board shall meet at least two times per year.
Section 2 – Special Meetings
Meetings may be requested by two (2) or more board members to be called by the Director.
Section 3 – Notice
Meetings should be scheduled and announced to board members via electronic delivery at least a week prior to the meeting, except in emergencies. An emergency will be determined by the Director.
Section 4 – Quorum
a. A simple majority of board members shall constitute a quorum for the transaction of business except in matters related to addition or removal of Board of Director members or amending bylaws.
b. All board members must be present to constitute a quorum for matters related to addition or removal of Board of Director members or amending bylaws.
Section 5 – Board Member Voting
a. Each board member receives one vote on each matter.
b. If a vacant position creates an even number of board members, the Director is granted a 1.5 vote until such time the Board totals an odd number of members.
c. Measures brought before the Board of Directors shall pass by majority (more than 50%) vote of board members at the quorum.
d. Absentee and proxy voting is not permitted.
Section 6 – Electronic Communication
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another and communicate concurrently with each other. Members of the Board may vote by e-mail, text or other electronic means.
Section 7 – Conflict of Interest
Whenever a board member has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) may elect to withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Article IV – Board of Directors
Section 1 – Positions & Responsibilities
a. The business of the organization shall be managed by a Board of Directors. The total number of board members shall be an odd number and have a minimum of three (3) members and no more than seven (7) members.
b. Board member positions shall include a Director, Secretary, and Treasurer. Additional positions may be created and filled as deemed necessary by the Board.
c. The Board is responsible for maintaining the overall policy and direction of the organization.
d. The Board may create and delegate responsibilities to committees. The Board of Directors shall approve or appoint committee chairs. No committee member shall have any power to vote on matters before the board unless they are a standing Board member.
Section 2 – Terms
a. Board members shall serve for two year terms and may be re-elected indefinitely.
b. Terms of board members shall be staggered so the entire Board is not replaced in a single year. Director, Secretary, and Events Coordinator will be elected in even number years. Assistant Director and Treasurer will be elected in odd number years.
c. Board members will assume their duties on June 1st, each year.
Section 3 – Removal from Office
a. Board members may be removed from office without assigning any cause by majority decision of the Board of Directors.
b. A board member may resign by giving notice to the organization.
c. If the Director position becomes vacant prior to a scheduled election, the Assistant Director will assume the position interim. If no Assistant Director position exists, the Secretary will assume the position interim.
Section 4 – Compensation
Board members shall receive no compensation for their service other than reasonable teaching credit and reasonable allowance for expense reimubursement. The expense reimbursement allowance shall not exceed the semester membership fee minus the budgeted liability insurance portion of fee. The allowance will be approved before the start of each semester and may be offered in the form of an account credit.
Section 5 – Roles and Responsibilities
a. Director. The Director shall convene regularly scheduled Board meetings and shall preside or arrange for another board member to preside. The Director manages the Board and ensures board members are fulfilling their obligations. The Director works closely with the Assistant Director, if one exists, and delegates responbilities as needed. The Director oversees daily co-op activities with varying duties each semester. Some duties may include, but are not limited to, recruitment, class registration, room assignments, orientation, morning assembly, assigning volunteers, and fielding phone calls and emails. The Director shall be one of the approved signatures for check signing and all other banking transactions as necessary. Two signatures will be required on reimbursements over $300. The Director has signature authority for the organization. The Director shall perform all other duties as may be prescribed by the Board of Directors.
b. Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda, and assuring corporate records are maintained. The Secretary shall maintain a current roster, attendance records, family folders, and prepare and send notices, emails and other correspondence. The Secretary shall perform all other duties as may be prescribed by the Board of Directors.
c. Treasurer. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the Finance Committee (if committee exists), assist in the preparation of the budget, file tax documents in a timely manner, and make financial information available to members and the public. The Treasurer collects membership and class fees, provides reimbursements and sends account statements to members. The Treasurer shall be one of the approved signatures for check signing and all other banking transactions as necessary. Two signatures will be required on reimbusements over $300. The Treasurer shall perform all other duties as may be prescribed by the Board of Directors.
d. Assistant Director. The Assistant Director works closely with the Director to assist with the responsibilities of running the co-op. The Assistant Director assumes duties when the Director is unavailable or the position is vacant. Some duties may include, but are not limited to, helping with assembly, orientation, ensures co-op as necessary supplies for teachers and cleaning, and communication with potential and current members. The Assistant Director shall perform all other duties as may be prescribed by the Board of Directors.
e. Events Coordinator. The Events Coordinator is responsible for planning monthly fellowships, field trips and special events during co-op semesters. This includes co-op member only events and events hosted for the public homeschool community. The Events Coordinator works with the Treasurer to develop a budget and collect funds for events. The Events Coordinator shall chair the Events Committee, if committee exists. The Events Coordinator shall perform all other duties as may be prescribed by the Board of Directors.
Article V – Board Member Elections
Section 1 – Nominations
a. Nominations from organization members will be accepted for a time period of fourteen (14) calendar days to fill vacant board positions.
b. Nominees must be a member in good standing for one year before sitting on the board.
c. Nominees will receive an opportunity to accept or decline nomination prior to name being placed on ballot.
Section 2 – Deadlines
a. Members will receive notice of nomination and election period by electronic delivery at least one week prior to event.
b. Elections will be conducted at least sixty (60) days prior to term expiration date.
c. Elections will be conducted within ninety (90) days after a new position is created or a position becomes vacant due to resignation or removal.
d. Run-off elections will be conducted within thirty (30) days of the original election.
e. Voting shall be open for a time period of seven (7) calendar days and close at 11:59pm (CST). No late ballots accepted.
Section 3 – Voting
a. Families in good standing may cast one vote on each matter.
b. Voting will occur by anonymous paper or electronic ballots.
Section 4 – Appointment
a. The Secretary will tally votes and present to the Board for verification before posting results.
b. Nominees are appointed to position with a majority (more than 50%) of votes cast.
Article VI – Officers
Section 1 – Positions
The officers of the organization shall be Director, Secretary, and Treasurer.
Section 2 – Appointment
Officer positions shall be filled by the elected Board of Director member with same position title. Appointment term runs concurrently with term of said board member position.
Section 3 – Removal from Office
Officers are removed from office following the same procedure as board members.
Section 3 – Compensation
Officers shall receive no compensation other than the compensation offered to board members.
Article VII – Conflict Resolution
Section 1 – Overview
With so many different personalities, conflicts and misunderstandings may arise. If this happens, use Matthew 18:15-20 as a standard for resolution and consult the guidelines below. Above all, do all of this with “a spirit of love and gentleness.” (1 Corinthians 4:21)
Section 2 – Resolution Process Guidelines
a. First, pray about any conflicts/differences. If God gives you peace over the issue, please move on and do not gossip or discuss it with others.
b. After praying, if you still feel the conflict/difference must be addressed, consider taking the problem to the person you feel has offended you. If you cannot reach a satisfactory resolution or do not feel comfortable speaking to the person alone, ask for assistance from a board member or another objective person to mediate.
c. If you still do not feel at peace, the problem should be taken to a board member. The board will offer to mediate confidentially and provide a binding, final decision.
Article VIII - Indemnification
Section 1 – The organization shall indemnify any agent of the organization including Board of Directors, Officers, and Volunteers who was or is a party, or is threatened to be made a party to any proceeding, administrative or investigative, as such a person was or is an authorized representative of the organization. This indemnification against expenses, judgments, fines, and amount paid in settlements actually or reasonably incurred by such a representative of the organization is contingent upon the determination that such person acted in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of the organization. With respect to any criminal proceeding, indemnified persons shall have had no cause to believe that their conduct was unlawful.
Section 2 – To satisfy indemnification obligations the organization may maintain insurance, obtain a letter of credit, act as a self-insurer, create a reserve trust, cash collateral, enter into indemnification agreements, or use any other arrangement whatsoever in such amounts, at such costs, and upon other terms and conditions that the Board shall deem appropriate.
Section 3 – This indemnification shall be made only if the organization shall be advised by its Board of Directors acting (1) by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that, or (2) if a quorum under is not obtainable with due diligence, upon the opinion in writing of legal counsel that, the director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board of Directors, it may rely as to all questions of law, on the advice of independent legal counsel.
Article IX – Amendments
Section 1 – These bylaws may be amended when deemed necessary by a simple majority vote of the Board of Directors. Proposed amendments must be submitted to the Director and sent along with regular board meeting notices. Bylaws may not be amended with less than all board members present at meeting.
Article X – Dissolution
Upon the dissolution of organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.
Article XI – Limitations and Prohibitions
Section 1 – Organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code. No part of the net earnings shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 2 – No substantial part of the activities of the organizationshall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3 – Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4 – Notwithstanding any of the above statements of purposes and powers, this organization shall not, except to an insubstantial degree, engage in any activities and exercise any powers that are not in furtherance of the primary purpose of this organization. This organization is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit status.
Amended and adopted this 10th day of March 2020 by a majority vote of the Board of Directors.