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 "organization").
Section 2 – Purpose
The organization is organized exclusively for educational purposes. The mission of the organization is to provide homeschooling families with educational and enrichment classes and support resources.
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: payment of membership fees, agreement to follow policies and guidelines, actively participate 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 e-mail 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. Measures brought before the Board of Directors shall pass by majority (more than 50%) vote of board members at the quorum.
b. 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 will include a Director, Secretary, and Treasurer. Additional positions may be created as deemed necessary by the Board.
c. The Board is responsible for maintaining the overall policy and direction of the organization. The Board may delegate responsibilities to appropriate committees.
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 and Secretary will be elected in even number years. 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 decision of the Board of Directors. The board shall consult the Advisory Committee prior to removal.
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 (other than reasonable reimbursement for expenses and reasonable teaching credit) for their service on the Board.
Article V – Board Member Elections
Section 1 – Nominations
a. Nominations from organization members will be accepted for a time period of fourteen (14) days to fill vacant board positions.
b. Nominees must be a member in good standing for one year before sitting on the board.
Section 2 – Deadlines
a. Elections will be conducted within sixty (60) days prior to term expiration date.
b. Elections will be conducted within sixty (60) days after a new position is created or a position becomes vacant due to resignation or removal.
c. Run-off elections will be conducted within thirty (30) days of the original election.
d. Voting shall be open for a time period of seven (7) calendar days and close at 6:00pm (CST). No late ballots accepted.
Section 3 – Eligibility to Vote
Members in good standing may vote if considered active on the roster the date nominations are accepted.
Section 4 – Election Process
Each family in good standing may cast one vote on each matter.
Section 5 – Appointment
Nominees shall be elected by majority (more than 50%) of votes cast.
Section 6 – Notice
Members will receive notice of nomination and election period by e-mail at least one week prior to event.
Article VI – Officers
Section 1 – Positions
The officers of the organization shall be President, Secretary, and Treasurer. The Board of Directors shall appoint each of these officers. The board may create other officer positions as it deems necessary.
Section 2 – Appointment
The Board of Directors shall appoint officers for a term established by the Board.
Section 3 – Removal from Office
An officer may be removed from office without assigning any cause by decision of the Board of Directors. The board shall consult the Advisory Committee prior to removal.
Section 4 – Compensation
Officers will not be compensated via salary or other benefits for their service.
Section 5 – President
The President shall convene regularly scheduled Board meetings and shall preside or arrange for other board members to preside at each meeting. The President shall be one of the approved signatures for check signing and all other banking transactions as necessary. Two signatures will be required on checks over $300. The President has signature authority for the organization. The President shall perform all other duties as may be prescribed by the Board of Directors.
Section 6 – 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 to each Board member, and assuring that corporate records are maintained. The secretary shall maintain a current roster, including mailing address, phone number and email, and shall prepare letters, notices, etc as requested by the Board of Directors. The Secretary shall perform all other duties as may be prescribed by the Board of Directors.
Section 7 – 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, help develop fund raising plans, and make financial information available to Board members and the public. 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 checks over $300. The Treasurer shall perform all other duties as may be prescribed by the Board of Directors.
Article VII – Committees
Section 1 – Organization
The Board may create committees as needed, such as fund raising, public relations, and program committees. The Board of Directors shall appoint all committee chairs.
Section 2 – Prohibited Duties
No committee shall have any power to: fill vacancies on the Board, adopt amend or repeal the bylaws, amend or repeal any resolution of the Board, or act on matters committed by the bylaws or resolution of the Board to another committee of the Board.
Section 3 – Advisory Committee
a. The Advisory Committee shall be composed of an odd number of members appointed by the Board of Directors. The Advisory Committee shall have a minimum of three (3) members and no more than seven (7) members.
b. Selection of advisory committee shall be conducted as a random drawing by the board. Members in good standing are eligible for the drawing. Board of Director members are not eligible.
c. Committee members shall serve for one year terms which begin on June 1st.
d. The Advisory Committee shall function in the capacity of assisting the board with advice, direction, counsel, and accountability if one or more of the board members deem it necessary to seek such assistance or as directed by the bylaws.
e. The Advisory Committee shall submit their decisions to the board.
f. The Advisory Committee shall not be held liable for any decision made by the board.
Article VIII – 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 the advisory committee. They will mediate confidentially and provide a binding, final decision to the board.
Article IX - 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 X – 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 XI – 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 XII – 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.
Adopted this 13th day of February, 2018 by a majority vote of the Board of Directors.