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By-Laws of TEACH

BY-LAWS OF TEACH

**Amended November, 2012

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ARTICLE I

Powers

TEACH shall have all of the statutory powers enumerated for non-profit corporations under the laws of the state of Tennessee.

ARTICLE II

Board of Directors

Section 1. Governing Authority

The governing body of TEACH shall be known as its Board of Directors and shall have authority to do all things necessary and proper to operate and lead the organization. Additionally, the Board of Directors shall be the final authority in interpreting the Core Beliefs and other TEACH documents.

Section 2. Qualifications and Composition

Members of the board should be active members in good standing with TEACH for at least one year (except for the initial board). Each candidate for election to the Board of Directors must affirm before the board at an open meeting their concurrence with the Core Beliefs of TEACH and profess by testimony their faith in Jesus Christ, and they must sign a statement that documents both declarations. They must also have demonstrated a level of social maturity indicative of persons who can serve/lead in a Christ like manner.

The Board of Directors shall consist of five voting positions—at least 3 of which will be husband and wife couples while the other two could consist of individual members. The board will elect officers (i.e. president, vice president, treasurer and secretary) from among themselves at the first board meeting following the April annual meeting.

Section 3. Term of Service

Each member of the Board of Directors shall be elected for a term of two years commencing with the beginning of the next fiscal year after election (fiscal year is May 1st to April 30th). Terms shall be staggered so that the term of two or three members shall expire each year. The initial Board of Directors shall serve out the following terms: three members for a term of two years, and two members for a term of one year, with the commencement of each term to be effective May 1, 2006. An alternate is elected annually and will finish out the term (not necessarily position) of the board member they replaced.

Section 4. Manner of Election

Nominations for election to the Board of Directors may be submitted to the Board of Directors by a nominating committee established for that purpose or by any member in good standing.  Such nominations should be submitted to the Board of Directors by February 1st.    

After approval by the Board, election of a nominee to the Board of Directors shall be by majority vote of the members voting.   Each member family shall constitute one voting party.

The Board of Directors shall choose the manner of election, including, but not limited to, as part of an annual meeting, during co-op, or by any electronic means which are available. Elections shall be held in or about April of each year.

Section 5. Vacancies and Term Limits

A vacancy in the Board of Directors caused by death, resignation or removal of a board member shall be filled by the qualified elected alternate to serve the unexpired term of the board member who has vacated their position. If any other vacancy should occur, the board shall elect a new member to finish out the term (not necessarily position) of the board member they replaced. Alternates and new members will be assigned offices by the remaining board members. All officers can serve consecutive terms as long as they are nominated and reelected per article II section 4. Should an officer vacate their position after nominations are complete but prior to the April annual meeting, then the board will finish out the fiscal year understaffed.

Section 6. Delegation of Authority

The Board of Directors may delegate to one or more of its members or to any of its officers, agents or employees, or to any of its committees such powers and duties in writing as it may deem appropriate and proper. In the absence of such delegation, either generally or specifically, no member of the Board of Directors shall have authority to act for the Board of Directors. Each couple/member of the Board of Directors shall have status coequal with that of each other couple/member, and each couple/member present shall have the right to one vote on any and all questions coming before the Board of Directors.

ARTICLE III

Meetings

Section I. Quorum

The quorum for all TEACH membership meetings, whether annual or called, shall be 25% of the membership.

Section 2. Regular Meetings

Regular Meetings of the Board of Directors shall be held at times and meeting places established by the Board of Directors and shall be held at least quarterly. All regular board meetings shall be open to members of TEACH.   Dates and times shall be posted on the TEACH website and in the newsletter by March 1st. Minutes from each meeting shall be published on the TEACH website within two (2) weeks of said meeting.

Section 3. Special Meetings

Special meetings of the Board of Directors may be held upon three days notice to board members. The President of the Board of Directors may call such meetings on his own initiative but shall be obliged to call such meetings when requested to do so by at least two other members of the Board of Directors.

Section 4. Conduct of Meetings

The President shall moderate all meetings.  All meetings should be conducted in an orderly fashion, as determined by the President.

Majority vote in board meetings is defined as three (3) votes regardless of how many board members are in attendance.

ARTICLE IV

Officers

Section 1. Designation

Each couple on the Board of Directors shall function as a unit with one vote and one office per couple. Board members serving as individuals shall have one vote. The officers of the Board of Directors of TEACH shall consist of a President, a Vice President, a Secretary and a Treasurer elected by the Board of Directors each year or as needed.

Each officer shall hold office until his successor has been duly elected or until his death or he resigns or is removed from office in the manner hereinafter provided.

Section 2. Removal

Any officer may be removed by a majority vote of the entire Board of Directors whenever in its judgment the best interests of TEACH will be served thereby.

Section 3. President

The President shall be the principle executive officer of TEACH and subject to the control of the Board of Directors, shall in general supervise and lead all of the business affairs of TEACH. The President shall, when present, preside at all meetings of the Board of Directors and he/she may sign, with the Secretary or any other proper officer thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the by-laws to some other officer or agent of TEACH or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4. Vice President

In absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform all the duties of the president, and when so acting, shall have all the powers or and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 5. Secretary

The Secretary shall (a) keep the minutes of the proceedings of the Board of Directors, annual meetings and meetings of the membership and maintain files for historical purpose; (b) see that minutes are publicized for membership as dictated in article III section 2, and that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of records; (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors; and (e) if leaving office, will provide all records in custody to the next secretary elect.

Section 6. Treasurer

The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of TEACH, (b) be able to receive and give receipt for monies due and payable to TEACH and deposit such monies in the name of TEACH in such banks, trust companies or other depositaries as shall be selected by the Board of Directors, (c) submit quarterly reports to the Board of Directors, (d) receive registration and class fees for coop and allot payments for teachers accordingly, (e) file any tax documents with the state, and (f) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE V

Committees

Committees may be established from time to time and appointed by the President of the Board of Directors or by action of the Board of Directors to consider and report on matters assigned at the time of appointment or action.

ARTICLE VI

Members

Section 1. Members

Membership in TEACH shall be available to and is restricted to Christian homeschooling families who are educating their own children or those in their guardianship regardless of race or nationality.  Guest memberships are offered for those who are not actively homeschooling their children but are otherwise involved in the group, such as a guest teacher.   Guest members do not have full rights and privileges of membership, they are not counted in the membership numbers, and do not have voting privileges.

Families are defined as married heterosexual parents/guardians or a single heterosexual parent/guardian, their children and extended family members of the same household. All members and applicants for membership will be accepted upon payment of annual dues and receipt of the signed Membership Form. This Membership Form must always include the following declarations: 1) a statement confirming their faith in Jesus Christ and their submission to the authority of God's Word, 2) an acknowledgement that they have read the "Core Beliefs" and will not teach anything at a TEACH function that conflicts with these beliefs in any way, and 3) a release from liability.

Section 2. Rights and Privileges

Members of TEACH shall enjoy all of the rights and privileges of membership in TEACH as established by the Board of Directors and subordinate committees. Members shall be entitled to participate in all activities of TEACH subject to the authority of the Board of Directors.

Section 3. Duties and Responsibilities

By submitting an application for membership to TEACH, members agree to abide by all standards and policies of TEACH as established by the Board of Directors. Members shall refrain from engaging in any activity that may bring reproach on TEACH or parentally directed education. All TEACH members agree that while at TEACH functions they will not teach anything against the stated core beliefs.

Section 4 - Termination of Membership

Members may terminate membership in TEACH at any time by providing notice of the same to the Membership Committee. Membership of any member may be involuntarily terminated by a majority vote of the entire Board of Directors whenever in its judgment the best interest of TEACH will be served thereby.

ARTICLE VII

Adoption and Amendment of By-Laws, Constitution, and Addendums

With the exception of Article VIII, which is irrevocable and not subject to amendment, these by-laws shall be adopted and thereafter amended only by a majority vote of the TEACH membership. Additionally, The Constitution (including Core Beliefs) shall be adopted and thereafter amended only by a two thirds (2/3) majority vote of the TEACH membership.

Any proposed changes to the By-Laws or Constitution shall be submitted by TEACH members in writing no later than February 1st

Addendums can be created, deleted, or modified any time by the board of directors with a majority vote of the board. Modifying or creating addendums can be delegated to a committee, but the board must approve all such actions.

ARTICLE VIII

Dissolution

In the event that TEACH should be dissolved for any reason, then, in that event, all assets of TEACH, if any, shall be transferred to another nonprofit organization. This provision of the by-laws is irrevocable and is not subject to amendment except as necessary to designate the name of the transferee qualifying under the income tax laws of the state.

ARTICLE IX

Director and Officer Indemnification

The corporation shall indemnify any and all of its officers, members of the Board of Directors, or former officers or members, or any person who may have served at its request or by its election as a member or office of the corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been members or officers of the corporation, except in relation to matters as to which any such member or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability. The indemnification provided hereby shall not be deemed exclusive of any other right to which anyone seeking indemnification hereunder may be entitled under any by-law, agreement, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The corporation may purchase and maintain insurance on the behalf of any member, officer, agent, employee or former member or officer or other person, against any liability asserted against them and incurred by him to the extent that the corporation would have the power to indemnify him against such liability under the provisions of this Article and the law of the state.