Mailing Address 90 Saulsbury Road Telephone: (302) 736-1555

and Location: Dover, Delaware 19903 Contact: David L. Jones

BY-LAWS

OF

FAITH ELEMENTARY AND MIDDLE SCHOOL, INC.

(Incorporated under the laws of Delaware)

ARTICLE I - NAME AND LOCATION

1. The name of this corporation is: Faith Elementary and Middle School, Inc.

2. The principal office shall be at 90 Saulsbury Road, Dover, Kent County, Delaware, and the name of the resident agent in charge thereof is David L. Jones.

3. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint, or the business of the Corporation require.

ARTICLE II - MEMBERS MEETING

1. All meetings of the directors shall be held at the principal office of the corporation, or at such other place(s) as shall be determined, from time to time, by the Board of Directors, and the place at which such meetings shall be held shall be stated in the notice and call of the meeting. A change in the place of meeting shall not be made within thirty days next before the day on which a general election of directors is to be held, and a notice of any change shall be published in the printed media, and mailed or otherwise communicated to each current member twenty days before the election is to be held.

2. General meetings of the Board of Directors of the Corporation shall be held at the principal office of the corporation, or at other locations as the Board of Directors may from time to time appoint.

3. Special meeting of current directors, for any purpose, or purposes, unless otherwise prescribed by statute, may be called at any time by the President, or any Vice-President, or by the Co-Founders of the school.

4. Business transacted at all special meetings shall be confined to the items in the call unless a majority of the members or directors present votes in the affirmative to allow the consideration of additional items.

5. A general quorum at any regular or called meeting of directors shall consist of three or more of current Board directors present, provided at least one officer present is a member of the administrative board. An Administrative Board quorum shall be three or more members of the Administrative Board. The Administrative Board may invite presence and participation of directors of other boards to expedite corporation business. The Administrative Board shall meet once monthly. Other boards, i.e., Finance, Advisory, Development, Curriculum, Media and Publicity, Technology, Home Coming Activities, shall meet quarterly, or no less than twice annually. The Combined Board should meet no less than once annually. Directors from any related board may function in Administrative board sessions with full authorization and privileges.

6. If a quorum be not present at a properly called meeting of directors , the meeting may be adjourned by those present and another meeting called by order of the President, a Vice-President, or a Co-Founder, notice of which is to be communicated in person, by telephone, fax, e-mail, letter, or other published media at least five days prior to said meeting.

(2)

 

ARTICLE III - BOARD OF DIRECTORS

1. The management of all the affairs, property, and business of the corporation shall be vested in an Administrative Board of Directors, consisting of a maximum of seventeen directors who shall be elected at regular June (third Thursday) or other designated month meeting of the Administrative Board , or at an appointed regular meeting designated by the Board to fill an unusual or emergency vacancy of the Board of Directors, or may be appointed by the executive board or the designate overseers. Business may be transacted in a Combined Board meeting. All related boards may make recommendations or decisions in the interest of the corporation subject to review by the Administrative Board.

2. The term of office for directors shall be three years unless otherwise specified by the Board in order to arrange a staggered schedule of Board elections. "The Board" and "the Board of Directors" shall be understood to mean the Administrative Board, or the Combined Board in session, when not specifically naming one of the subordinate boards. In addition to the powers and authorities these By-Laws and the Certificate of Incorporation 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 by statute or by the Certificate of Incorporation, or by these By-Laws, directed or required to be exercised or done by the current directors.

3. The selection process and standards for Board member selection shall conform to the document written and approved by the board and titled: "Faith Elementary and Middle School, Inc., Board of Directors: Directors and General Membership Requirements".

4. Directors shall be persons who support and promote the corporation financially, in counsel, and in the donation of time to support the corporation Philosophy, Objectives, Mission, and activities. They shall be persons who by their considerable influence and example, command the respect and recognition in their various communities, organizations, or environs, and so, are recommended to board membership by prior or present service, or by demonstration of outstanding interest in the corporation or possessing high potential to satisfy a specific need of the Corporation.

5. The Board of Directors shall have authority to bestow honors to supporters and to individuals or entities with outstanding records in promoting ideals, values, and works approved by the corporation.

6. The size of the Board of Directors may be increased or decreased by a majority of the Administrative Board, or by the designated overseers of the school in the absence of a functioning board.

7. Board vacancies, whether due to resignation, death, or otherwise, may be filled by the remaining directors at any regularly scheduled meeting, or at any called or special meeting, or by the designated overseers in the absence of a functioning board.

8. The first and subsequent meetings of each newly elected Board shall be held at such time and place either within or without the State of Delaware as shall be fixed by the vote of the incumbent board, and with the knowledge and authorization of the Administrative Board. A director thus elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until the successor is elected and qualifies.

9. The Administrative Board has the authority to create, appoint, and terminate related boards and committees. All member or related boards and committees and committee heads serve at the discretion of the Board. The Executive Committee of the Board may act in the corporation’s best interest to expedite time and other resource(s). The Administrative Board shall consist of at least: president, one or more vice-presidents, Treasurer, at least one co-founder, a Chaplain, and the secretary. The Board will have the authority to lease and limit the authority of related boards and committees of the Board.

10. All board and their committees are to keep accurate and necessary records of their deliberations and activities and submit the same to the Secretary of the Administrative Board to be read or presented to the Board, or to the Combined Board. In any event, a written, dated, and signed copy of such a report shall be submitted to the Secretary of the Board for recording, validation, and filing.

(3)

(Continuation of Article III)

11. Any meeting transpiring without proper dated and signed minutes of said meeting constitutes an unlawful meeting whose resolves and agreements have no validity, and is, therefore, not binding.

12. The Board President, Vice-President of Finance, Treasurer, Secretary, School Administrator or shall have authority to validate and order payment of receipts and regular, incidental, or administrative costs for the corporation or it's varied ancillary programs, charges, and clear interests, subject to board review or action.

13. All corporation banking accounts must require at least two signatures of one of the following officers of the Board: President, Treasurer, Secretary, Vice-President of Finance, Manager of Grants Accounts, or Administrator of the school. The officers shall be so appointed and appropriately designated as legitimate assignees to said financial institution(s). The Treasurer shall be a signer on all corporate accounts.

14. Each regular director of the Combined Board shall be elected or appointed to a specific Board Office, or to the Membership of a standing or special committee of a Board. Board committees may consist of both Board members and non-board members under the direction of a Committee Chair elected or appointed by a Board. Assistant board and committee chairs and assistant officers may represent a board or committee chair if the chair or designated officer is absent.

ARTICLE IV - OFFICERS

1. The officers of the corporation shall be a President, one or more Vice-Presidents, one or two Co-Founders, Secretary, Assistant Secretary, Treasurer, Assistant Treasurers, Coordinators, Advocates, and Researchers, and Vice-Presidents of Development, Investment, Development and Grant writing, Charitable Giving Insurance and other Gifts, Endowment, Fund Raising Projects, Sports and Recreation, Media and Publicity, Scholarships/Trusts/Wills/Estates, Endowment/Investment, Facilities Management, Accreditation and Standards, Religious Life, Media and Public Relations, Technology, Legal Affairs, Building Programs, Curriculum Development, Staff Development, Church, Business, Corporate, and Schools Liaisons, Employees and Student Health Liaisons, Publications Development and Management Editors, Chaplains Legal Affairs Liaison Grants Accounts Manager, and may be the Chair of a Standing Committee or Organization of the school, Former Students Organization or Event, Chair of the Parent-Teacher Organization, Chairs of Standing Committees and Special Board Committees, such for example, as Building, Land Purchase, Curriculum, Publicity, Finance, Staff Development, School Development, Publicity or Correspondence, or Student and Employee Health.

However, Chairs of Standing Committees or Other Special Committees, may or may not be members or officers of the Board of Directors. Nevertheless, each committee should consist of at least one Board Director.

2. The President of the Corporation shall be the Chair of the Administrative Board; shall preside at all meetings of the Board of Directors, shall give general supervision of the affairs of the corporation, shall be able to sign or countersign all contracts and other instruments of the corporation authorized by the Board of Directors; shall make reports to the Board on the state of the corporation; shall cooperate with and encourage other Board officers and support groups; shall perform all such other duties incident to his/her office, or that are properly required of the President-Chairperson by the Board of Directors of the Corporation; shall be responsible for formulating Board Meeting Agendas.

3. Vice-Presidents. During the Absence of the President-Chairperson, the Vice-President, in the order designated by the Board, shall exercise all the functions of the President-Chairperson. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

4. Co-Founders. The co-founders of the school are Overseers of Faith Elementary and Middle School, Inc. while they live. The co-founders shall always during their lives, be an executive position on the Administrative Board and of related boards, standing and continuing, - not elected; shall always comprise at least one member of the Administrative Board of Directors. In the absence of a President and a Vice-President, a co-founder may serve as Acting President and Chair of the Board.

(4)

(Article IV Continuing)

5. Secretary of the Board. The Secretary of the Board shall keep minutes of all meetings of the Board; shall receive and validate minutes of Board committees, special meetings, at which he/she was not present; shall make notifications to directors of meetings when appropriate; shall work to assure an accurate recording, filing, and storage of the corporation's origin, programs, progress, plans, functions - for inspection, publication, research, and posterity; shall make such reports and perform such other duties as are incident tot his/her office, or as properly required of him or her by the Board of Directors. The position of Secretary and Treasurer may be combined into Secretary-Treasurer.

6. Assistant Secretaries. Assistant Secretaries shall serve at the good pleasure of the Board and their immediate Secretary superior; may in the absence of said Secretary or coordinator, perform all the duties and exercise the powers of said secretary, and may perform such other duties as the Board shall prescribe.

7. Treasurer. The Treasurer shall have the custody of all monies and funds of the corporation and shall keep regular books of account. He or she shall, in cooperation with the School Administrator, shall disburse the funds of the corporation in payment of the just demands against the corporation, or as may be ordered by the Executive Board, taking proper vouchers or statements for such disbursements, and shall render to the Board, from time to time, as may be required of him or her, account of all his or her transactions as Treasurer, and of the financial condition of the corporation. He or she shall perform all duties incident to his or her office, or that are properly required of the Treasurer by the Board of Directors. The positions of Treasurer and Secretary may be combined into the office of Secretary-Treasurer.

The Treasurer shall receive, receipt, and record all gifts, contributions, earnings, or other resources to the school - for deposit, disbursement, savings, and investment; shall make a regular and full report at each scheduled regular meeting of the Board and Membership, and partial or full reports to any called or special meeting, as requested or required.

The withdrawal of funds from the corporation's accounts shall require two of any four of the following officers of the Board: President, Treasurer, Secretary, Administrator.

8. Assistant Treasurer. The Assistant Treasurer shall work cooperatively with the Treasurer; shall in the absence or disability of the Treasurer, perform the duties as the Board of Directors shall prescribe and shall perform such other duties as is required to assist the Treasurer.

9. Chaplains. The Chaplains shall be men or women of high moral and spiritual character; shall be responsible for the brief opening and closing prayers and admonitions to the Board (not exceeding five minutes per session); shall be expected to petition God's blessings on the proceedings, undertakings, programs, and objectives of the school. He or she is responsible for the planning and execution of an annual Prayer and Praise or other religious Services, student assemblies programs, to pray and counsel with any of the school family, and for the Invocations during the Commencement Convocations of the school.

10. Media and Publicity Coordinators or Secretaries. Said Coordinators or Secretaries shall be responsible for the promotion of the school, its officers, employees, students, supporters, parents, and good name; shall make or cause to be made - periodic and/or regular announcements, talks, lectures, appointments, to inform the general public, churches, clubs, organizations, businesses, community and school leaders, and supporters - of the programs, objectives, needs, and benefits of the school. Multi-media approaches may be employed to accomplish these charges. Prior approval for paid publicity should be obtained before it's employ when possible.

(5)

(Article IV Continuing)

11. Legal Affairs Coordinators. Said officer shall be responsible to assist the President or Chair of meetings, and the members in conducting well organized meetings in accordance with recognized rules of meeting conduct. He or she shall normally have the definitive statement relative to the legality of actions, procedures, and prescriptions. Roberts Rules of Order shall serve as the authority and guide for the conduct of directors and membership meetings. Said officer shall research and advise the board, respective officer(s) in the requirements of the law as well as the probability of liabilities in undertaken or considered pursuits.

12. Development / Proposal Writing Officer(s). The development coordinator shall be charged with the responsibility to develop contacts, proposals, and other instruments to attract funds, bequests, donations, and other benefits to the school in the form of finance, services, good-will, and other advantages, and for promoting the work, mission, and needs of the school to others in a positive light. He or she shall use their considerable resourcefulness, training, experience, and contacts to considerably and consistently enhance the availability of needed resources, capital, and other benefits to support current and long-term stability and development of the school. He or she may be an employee of the school or may the development coordinator may work with the board, administrator to recruit, hire, or accept the volunteered services of the such an individual. The development coordinator will be the Chair or Active Member of the Development Committee. He or she shall be actively involved in the development of a highly active and fruitful development committee with considerable focus on effectiveness.

13. Technology Officer(s). Shall develop, monitor, maintain, advocate, enhance, or cause to be, computer

knowledge and use in classrooms, offices, websites, graphic designs, such services and quality of presentations and communication that the school shall experience state of the art technologies in internet communication, instruction, and office practices and skills.

14. Officers of Parent, Teachers, Present and Former Students Organization Leaders and Re-Union Events and Interests. Develop, plan, and execute instruction and opportunities for leadership, continued fellowship, and network contacts and growth among school students, staff, parents, and supporters through training, recreation, worship, social, and other promotions to advocate and strengthen a sense of Faith Family.

15. Public Relations. This area of leadership is to be active in sharing with the Faith Family, it’s supporters, and potential supporters, and the general public, information as to operation, accomplishments, needs, interests, promotions, and challenges in as positive a light as possible. To promote the good name and image of the school by sharing school endeavors with the public and the Faith constituencies.

16. Correspondence and Hospitality Secretaries. Enhance, promote, extend the good name of the school through correspondence of gratitude, solicitation, courtesy, honor, recognition and commendations, and development within the school and in the community and general public.

17. Building Plans and Projects Coordinator. Develops necessary plans and designs representing or recommending visions for the school in keeping with school facilities needs, addressing pertinent codes and standards for building and physical expansion. To prepare printed designs or presentations to be available as promotions for solicitation of necessary funds, for encouraging movement toward adequate facilities construction needs. Work in cooperation with other board, governmental, and community resources to keep a current visual design before school leaders and supporters.

18. Facilities Management Coordinator. Inspect and recommend necessary improvements, alterations, and necessary actions to maintain safe, accommodating, legal, and healthy facilities in which to carry out school daily operational and events functions.

19. Endowment/Investment Officers. Will encourage, solicit, plan, make definite and specific contacts with all available sources to build an program of endowments for the school and cause these funds and accumulations to be invested wisely and supervised regularly to insure the maximum safety and profit returns for the corporation.

(6)

20. Charitable Giving Programs Coordinators. Will plan appointments, gather information and share with possible participants, how to support the school by purchasing life insurance policies and making the school owner and beneficiary of said policies; encourage individual, families, or other entities to name the school in wills, bequeaths, and trusts to promote the financial stability and strength of the school. Maintain contacts with participants or likely candidates by personal contacts or contacts through Correspondence and Hospitality officers. May plan events, i.e., lunch, visits, invitation to school functions, visits by other school officers, or appointments with financial or legal agents to facilitate a candidates’s knowledge and comfort with related topics and practices of various institutions, i.e., banks, etc.

21. Scholarships Programs Coordinator. To develop, organize, and promote donations for the growth of scholarship programs for students. To solicit donations of scholarship programs to make it possible for students to attend, and or, to be assisted financially in attending Faith. Scholarships may be based on need, abilities, or to encourage development or strength or participation. They may be solicited and organized for memorials, honors, recognition of individuals, families, churches, clubs, organizations, or businesses.

22. Photographer. Takes pictures of various school activities for promotion, building self-esteem, creating curiosity, encouraging participation and support. To share with the media for publication. Organizing, identifying, with the help of staff and parents, dated pictures, students in videos, labeling component parts or contents of various school videos for archival and trade purposes. May develop a small volunteer staff to accomplish objectives. Should store representations in an organized fashion in school library or other appropriate place. Develop or find appropriate representations to embellish articles, stories, bulletin board themes, publications.

23. Publications Development & Management Coordinator. To develop and promote a regular printed medium or events medium, i.e., Newsletter, Journal, Student or Staff Handbook(s), Informational Brochures and Pamphlets to promote the school and encourage support and awareness. May use staff, parents, students, community supporters and citizens as contributors. Works with other board officers for graphics and photographic contributions for enhancement, and the technology board for dissemination assistance.

24. Parliamentarian. Assists the chair to maintain order, fairness, movement, and understanding in administrative, combined board, and other board meetings. Promotes Roberts Rules of Order or other acceptable standard to facilitate orderly, productive, and Christian meeting progress.

25. Fund Raising Coordinator. Responsible for answering or requesting action on all requests for fund raising events for the entire school program. Develop a calendar of fund raising events and activities for reference for school family as well as soliciting and accepting community participation. Attempts to minimize nuisance and busy but unprofitable activities. Receives request contacts for others to hold fund raising events in the name of or on behalf of the school.

26. Advisor to the Administrative Board. Counsels the Board President and the Board at large, drawing from his or her considerable training, contacts, and experience. Acts in the best interest of the corporation. Make work with other board leadership as interest and time allows. Will demonstrate a keen, supportive, protective, and Christian oversight for the stability and advancement of the school.

27. Student and Staff Health, Welfare, and Retirement Advocate. Collect information to disseminate to parents, staff, and students. Research and share information on positive health maintenance. Research and compare health insurance programs to share with Administrative board as recommendation for purchase. Encourage the development of some retirement benefits program. Use community resources to develop a recommendation for the Board.

28. Development Plans Coordinator. Develop various time referenced development plans for school growth, expansion, improvement, i.e., building phases for a facility, school accreditation, health and retirement benefits for employees, completion of board development, development of various instructional programs or projects over time. Short and long range plans are to be considered and developed. Included in this effort is research on the eventual employment of a development officer over time.

(7)

ARTICLE V - PURPOSE OF CHRISTIAN EDUCATION

The purpose for founding and operating this school shall be to offer a challenging academic Christian education to boys and girls of all faiths without malice or bias toward any denomination or persuasion; to offer a thoroughly rigorous academic, basic education to boys and girls of all races, creeds, colors, ethnic membership, or national origin; to promote, foster, and otherwise uphold good discipline, to develop and build on the following characteristics: (1) Christian growth and positive character development; (2) High academic achievement; (3) Responsible citizenship in school, home, church, community, State, Nation,

and the world; (4) Promote the ideals of rugged individualism, self-help, business ownership, and individual and cultural pride.

ARTICLE VI - STATEMENT OF POLICY

The Faith Elementary and Middle School, Inc., admits students of any race, color, national or ethnic origins to all the rights, privileges, programs and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions, other policies, scholarship and loan programs, and other school administered programs.

Faith Elementary and Middle School, Inc., 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 of 1954 (or the corresponding provision of any future Internal Revenue Service Law).

No part of the net earnings of the corporation/organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private person, except that the corporation/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 proceeding paragraph. No substantial part of the activities of the corporation/organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of these articles, the corporation/organization shall not carry on any other activities not permitted to be carried on (a) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.

ARTICLE VIII - DISSOLUTION

Upon the dissolution of Faith Elementary and Middle School, Inc., assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 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 a public purpose.

(8)

ARTICLE IX - SUPERVISION

1. The Administrative Board of Directors constitute the Board of Education for Faith Elementary and Middle School, Inc.

2. The Administrative Board shall have authority to hire, evaluate, counsel, re-instate and terminate employees of the school.

3. The Board shall be responsible for, in cooperation with the school administration and instructional staff, the Combined Board, and related boards, developing, selecting, evaluating, and improving instructional programs for the school. The Board, along with the Administrator and Staff Development Coordinator, and the Vice-President of the Curriculum Board, and Head Teacher, will create evaluation tools and schedules for staff evaluation to carry out the details of in-school supervision and teaching growth and quality.

ARTICLE X - AMENDMENTS

Alterations, amendments, or repeats may be made by a majority of the directors entitled to vote at any regular or special meeting of the Administrative Board, or by the Overseer(s) of the school in the absence or inactivity of the Administrative Boards.

ARTICLE XI - AMENDMENT OF "BOARD OF DIRECTORS: GENERAL MEMBERSHIP REQUIREMENTS"

Amendments to the "Board of Directors: Membership Requirement" may be made by a majority of the directors at any regular or special meeting of the Board, or by the Overseer(s) in the absence or inactivity of the Board.

ARTICLE XII - AUTHORIZATION

This document of By-Laws for Faith Elementary and Middle School, Inc., has been developed for, and approved by the Board of Directors in a meeting on , 2000, at 90 Saulsbury Road, Dover, Delaware.

Secretary Date . Seal of the Corporation:

Seal of the Corporation: