(Adopted March 16, 2006)

The Board of Directors of the Corporation shall be the School Board.  Each member of the School Board, and each employee of the Corporation shall subscribe in writing to the following Teaching Objective and Mission Statement, and the Doctrinal Statement attached hereto:

“The Vail Academy, in partnership with the home and church, provides students with a Christ-centered classical education in a challenging, nurturing setting that prepares their heart, mind, body and soul for life-long learning and service.”

                Our philosophy is based upon a Christ-centered view that all truth is God’s truth and that the Bible is the inspired and the only infallible, authoritative Word of God. Biblical truth must therefore be basic to teachers, administrators, board members and parents involved in the educational process.

            Further, the Doctrinal Statement attached hereto as Exhibit “A” is incorporated herein as though fully set forth therein.

            The Vail Academy shall not have members.  The business, property and affairs of The Vail Academy shall be managed by the Board of Directors of the Corporation, which shall also be called the School Board.  Whenever the term School Board Member is used in these bylaws it shall also mean Director of the Corporation.

Sec. 1 – Board Member Qualifications

A. All members of the School Board shall be Christian believers and shall agree without reservation with Article II of the Bylaws.  Further, they shall be members in good standing of local Christian churches whose doctrine is in agreement with Article II.

B. Members of the School Board shall be Christian role models in the school and community.

C. Board Members shall execute, subscribe to, and be bound by, the Leadership Commitment attached hereto as Exhibit “B”.

Sec. 2 – General Responsibilities

            The Vail Academy’s School Board shall oversee the continuing operation of this school and generally oversee the school’s business affairs.  The responsibilities of the Board shall include, but not be limited to, making policy, acting on matters of personnel including hiring and firing, establishing tuition and fees, and promoting academic excellence in the school.

Sec. 3 - Number and Tenure of Members

 

The number of School Board members shall be at least five but not more than nine voting members.  The Executive Director/Principal and the Executive Administrator of the School are members of the Board without vote.  The Board may also appoint additional ex-officio board members (without vote) as it deems necessary.  The number of voting board members may be increased or decreased from time to time by the School Board pursuant to amendment of this Bylaw.  At all times there shall be one School Board member that is an Elder of the Vail Bible Church acting as a liaison between the school and Vail Bible Church who will serve on the following committees: Finance & Legal, Nominating, and Personnel for executive positions. The majority of the voting members shall represent Vail Bible Church.

 

A. Each School Board member shall serve on the Board for a term of three years, unless such service is terminated by resignation, death, or dismissal.  Any Board member is eligible to be considered for a second successive three-year term.  After a second term on the Board, the Board member shall step down from service for a least one full year before being eligible to again serve on the Board.

 

B. Terms of service upon the Board shall if possible be staggered in such a manner that approximately one-third of the full Board will complete their term of service in any given year.  The term of a member shall normally commence on November 1 (unless filling an unexpired term), but shall always end on October 31, unless elected to an additional term prior to October 31.

 

Sec. 4 – Board Member Compensation

 

A. Members of the School Board shall receive no compensation for their services.  The Board may authorize the reimbursement of expenses, incurred by any Board member, in the performance of official business for the school or the Board.

Sec. 1 – Vacancies on the School Board

 

A. A vacancy on the School Board shall be deemed to exist in the case of expiration of term, resignation before expiration of the term, death, or removal from the Board.

 

Sec. 2 – Nominations for the School Board

 

A. A Nominating Committee, appointed by the School Board shall present nominees to the Board of The Vail Academy for consideration.  Such candidates must be interviewed by the Nominating Committee prior to submission to the Board for consideration, to determine interest, suitability, and eligibility.  All candidates shall meet the qualifications of Board Members set forth in these Bylaws.  The Nominating Committee shall endeavor to maintain a balance on the School Board between members with educational background or experience, business backgrounds, parents of The Vail Academy students, fund raising expertise, representatives from other churches, etc. 

 

B. Anyone may propose a candidate to the Nominating Committee.  The Nominating Committee shall fairly consider any candidate suggested for consideration.

 

C. The Board of The Vail Academy shall review the nominees under consideration and shall make such appointments to the School Board as required by these bylaws.  All appointments to the School Board are subject to the review and approval of the Board of Elders of Vail Bible Church.

 

D. VBC Elder Liaison position will be designated by the Vail Bible Church Elder Board and in consultation with School Board.

 

Sec. 3 – Appointment of Board Members to Fulfill Unexpired Terms

 

A. Any vacancy on the School Board due to an unexpired term may be filled by the Board of The Vail Academy, subject to the requirements of these bylaws.  In such instance, the Board member so appointed shall hold office for the remaining portion of the unexpired term.  An unexpired term does not represent the new member’s first term.

 

Sec. 4 – Resignation or Dismissal from Board

 

A. Any Board member may resign from office by rendering the resignation in a letter to the Board President.

B. Any School Board member may be removed from the Board upon 2/3 vote of the Board for failure to be a Christian role model, for excessive absence from regular and special meetings of the Board, or whenever such removal in the judgment of the School Board would be in the best interest of the school. 

C. In view of the serious nature of a School Board member’s involuntary removal from office, every effort shall be made by all parties to show Christian compassion and forbearance.  Corrective measures and actions designed to promote genuine repentance and personal restoration shall be applied.  The dismissal process from the Board shall follow the Biblical instruction provided in Matthew 18:15-17. Any unpleasantness surrounding such action shall be dealt with quickly and take into account the dignity and personal privacy of the individual in question.

D. In the event a School Board Member resigns or is removed as an officer, another member shall be designated by 2/3^rd resolution of the Board to assume the responsibilities of the office now vacant.

Sec. 1 – Duties of Board

A. The School Board shall help set the educational tone of academic excellence for the school.

B. The primary function of the School Board is to set school policy, not to administer the school.  The daily administration is the work of the Executive Director/ Principal and the Executive Administrator.  The Board’s policies set the boundaries within which the Executive Director/ Principal and the Executive Administrator operate the school to achieve academic excellence.

C. The School Board’s authority is corporate.  Individual Board members including the designated Elder liaison have authority to act only when the Board is convened in regular or special session or pursuant to a resolution of the Board.  There shall be only one line of authority which will flow from the Board to the Executive Director/ Principal and the Executive Administrator who are charged with the responsibility for properly conveying the decisions and actions of the Board to the faculty, staff, students and parents as appropriate.

D. The School Board shall procure, protect, maintain, and manage the facility, property and equipment of the school.

E. The School Board shall oversee the general financial operation of the school by approving annual budgets, devising methods of raising necessary operating fund, and determining how these funds shall be disbursed.  The Board shall arrange for a financial review or audit on an annual basis.

F. The School Board shall have the authority to borrow money in the name of the school, but all measures will be taken to operate with a balanced budget.

G. The School Board shall determine the fiscal year for the school.

H. The School Board shall exercise due care to determine that the school operates according to the accepted legal principles which should include, but not be limited to, the obtaining of competent legal counsel which has no familial relationship to Board or staff members of the school to advise the Board on matters of safety, general liability, and personnel issues.

 

I. A significant duty of the School Board is the selection of the School’s Executive Director/ Principal and the Executive Administrator.  These Executives shall implement the Board’s legislated policies and directives and manage the day to day operation of the school.  The annual evaluation of the Executive Director/ Principal and the Executive Administrator are the responsibility of the entire Board.

 

J. An additional significant duty of the School Board is the appointment of the Committees as outlined in Section 2.  The intended operating mode of the School is that the Committees shall function in a teamwork capacity with the Executives whereby the Executives do not have authority over the Committee nor does the Committee have authority over the Executives.  The Executives and Committees shall work together toward accomplishment of the respective tasks of each committee. On matters requiring action by the School Board, the Committees and Executives shall work together in an effort to make a joint recommendation to the School Board.  In the event the Committee and the Executives are unable to make a joint recommendation, the Executives and Committee shall both present their recommendation to the Board and the Board shall make the final decision.

 

K. Upon recommendation of the Executive Director/ Principal and the Personnel Committee, the faculty and staff of the school shall be appointed by the Board after careful consideration of their spiritual and academic qualifications.  Such employees shall be chosen to meet the educational objectives and to execute the academic programs and policies of the school.

 

L. The School Board shall have the authority to dismiss and/or not renew the contract of any personnel associated with the school. 

 

M. The Executive Director/ Principal shall ensure that a Faculty and Staff Handbook is developed, revised as needed, reviewed and approved by the School Board and distributed to all employees.

 

N. The School Board shall approve the educational programs and standards of achievement for the school; and may use outside qualified advisors and consultants in any capacity as necessary.

 

Sec. 2 – Committees

 

A. The School Board shall operate using a standing committee and ad hoc committee system.   Each committee shall have the responsibility to review and make recommendations in its assigned area for consideration and action by the full Board.

 

B. The standing committees of the Board are:

Curriculum and Professional Development Committee (CPDC)

Admissions Committee (AC)

Personnel Committee (PC)

Finance and Legal Committee (FLC)

Policy and Organization Committee (POC)

Parent Teacher Fellowship (PTF)

      Long Range Planning and Facilities Committee (LRPF)

      Resource Development and Marketing Committee (RDMC)

 

C. The Board may modify committees as necessary, except for Parent Teacher Fellowship, which shall never cease to exist.  Modification of committees may be done without formally amending these Bylaws.  An Executive Committee made up of the President, Vice President, Secretary and Treasurer may be used in situations where such committee may be helpful.

 

D. Whenever possible, each standing committee shall have no less than one Board member appointed by the Board.  In this situation, the Board member shall chair the committee.  In the event a Board member is not available to chair the committee, the Board may appoint a non-board member to chair the committee.  If a non-Board member is chairing a committee, it is recommended that the chair of the committee make a monthly report to the Board of activities in the committee.  The chair of the committee may invite interested parents or individuals to serve on the committee, subject to review and approval by the Board.

 

E. The School Board may from time to time establish ad hoc committees made up of Board members or other interested individuals to deal with specific issues in the school.  Upon completion of its assigned task, such ad hoc committees shall dissolve.

 

Sec. 1 – Officers

 

A. The School Board shall elect Officers of the Board from among its Board members.  The duties of the Officers shall be limited to the following:

 

B. President.  The President shall remain in good standing with the Vail Bible Church Board of Elders and preside at all School Board meetings and perform such other duties as approved by the Board.  The President shall be the Executive Director/ Principal and the Executive Administrator point of contact with the Board when the Board is not in session.

 

C. Vice President.  The Vice President shall perform the duties of the President in the latter’s absence, disability, or refusal to act.  When so acting, the Vice President shall have all powers of and be subject to all the restrictions upon the President.

 

D. Secretary.  The Secretary shall cause to be recorded the minutes of any and all meetings of the Board.  The Secretary shall be responsible for oversight of the Board records and documents and shall oversee the preparation of necessary correspondence and perform other duties associated with the office.

 

E. Treasurer.  The Treasurer shall oversee the maintenance of the financial records showing the financial condition of the school, shall be ultimately responsible for the custodianship of all monies in the school, and shall perform such other duties as are customarily performed by such an officer.

Sec. 1 – Regular Meetings

 

A. Regular meetings of the School Board shall convene at least once per month during the school year.

 

B. The annual School Board calendar shall be posted in the school office.

 

C. School Board meetings shall be closed to the general public.  However, school parents and other interested parties may request that agenda items be added to the Board meeting agenda by contacting the Executive Director/ Principal and the Executive Administrator or the President to discuss the needs for the parent or the interested parties to add items to the agenda or to be present at the Board meeting.  The President and Executive Director/ Principal and the Executive Administrator may then add the item to the agenda of the next possible Board meeting.  Notwithstanding the above, the Board shall be permitted to have open meetings from time to time, for the purpose of disseminating information to school parents and other interested parties.

 

D. The School Board, in consultation with the Executive Director/ Principal and the Executive Administrator shall prepare an agenda for regular meetings of the Board.  Such agendas shall be e-mailed to each Board Member at least three (3) days prior to the scheduled regular meeting.

 

E. The School Board has the right to meet in executive session.

 

1. An executive session can be called for by any Board member during a portion of any meeting for the purpose of discussing personnel and other sensitive matters.

 

2. Executive sessions shall have in attendance all Board members present at said meeting, the Executive Director/ Principal and the Executive Administrator of the school, and any other persons who are specifically asked to attend this session by the Board President.  When the executive session is for the purpose of evaluating the Executive Director/ Principal and the Executive Administrator, the Executive Director/ Principal and the Executive Administrator may be asked not to attend.

 

3. No official business shall be transacted in the executive session.  Rather the time spent in executive session shall be used to discuss the sensitive matter at hand.  When the Board reconvenes following an executive session, any motion or resolution shall be made and stated officially so that the Board Secretary can record such motion or resolution in the official minutes.

 

Sec. 2 – Special Meetings

 

A. Special meetings of the School Board may be called by the President of the Board or by a majority of the Board members.

 

B. Notice of the time, place, and purpose of all special meetings of the School Board shall be given to each Board member by e-mail 48 hours prior to the scheduled special meeting.

 

C. Special meetings of the School Board, called by the President or the Board members, can be held telephonically, where appropriate.

 

Sec. 3 – Emergency Action

 

A. In an emergency, the President of the School Board shall make every effort to poll the full Board to secure authorization for a given course of action.

 

Sec. 4 – Waiver and Consent

 

A. The transactions of any meeting of the School Board, however called or noticed, shall be valid as though conducted at a meeting duly held after regular call and notice, if a quorum is present, and if either before or after the meeting, each of the Board members not present sign a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.

 

Sec. 5 – Quorum

 

A.  At all meetings of the School Board, whether regular or special, the presence in person of a majority of voting Board members shall constitute a quorum for the transaction of business.  Only voting Board members may vote at any meetings of the Board and proxies shall not be valid for voting.

 

B. In the absence of a quorum, a minority of School Board members may adjourn any meeting of the Board from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Sec. 6 – Manner of Conducting School Board Business

 

A.  Since all members of the School Board are Christian believers controlled by the Lordship of Jesus Christ and the guidance of the Holy Spirit, the Board Members believe that the Holy Spirit will aid them in governing the school by consensus.  Accordingly, each Board Member agrees to seek the guidance of the Holy Spirit with the objective that all action taken by the School Board shall be the consensus of all members of the Board.

 

In the event that the Board is unable to reach a consensus, the action shall be tabled to permit all Board Members to pray and seek guidance of the Holy Spirit.  The Board of Elders of the Vail Bible Church shall be notified of all matters that have been tabled because a consensus could not be reached so that they can also be in prayer regarding the matter.

Sec. 1 – The Executive Director/ Principal and the Executive Administrator shall be appointed by the School Board, he/she shall carry out the policies established by the Board.  The Executive Director/ Principal and the Executive Administrator shall be non-voting members of the Board.

 

Sec. 2 – The Executive Director/ Principal and the Executive Administrator shall be a Christian believer and subscribe without reservation to the school’s teaching objective and mission statement.  He/she shall be a Christian role model in the school and community.

 

Sec. 3 – The Executive Director/ Principal and the Executive Administrator shall remain in good standing with the Board of Elders of Vail Bible Church.

 

Sec. 4 – The Executive Director/ Principal and the Executive Administrator responsibilities are to be defined in a job description approved by the School Board.

 

Sec. 5 – The Executive Director/ Principal and the Executive Administrator shall be appointed by written contract after careful consideration of his/her spiritual and academic qualifications and the Board conducted evaluation.

 

Sec. 6 – The School Board shall provide direction to the Executive Director/ Principal and the Executive Administrator at its regular board meetings and shall perform a written evaluation at least on an annual basis.

The school shall indemnify each School Board member and officer who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (other than an action by or in the right of the corporation) by reason of his/her being or having been a Board member or officer of the school, against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonable incurred by him/her in connection with the action, suit, or proceeding if he/she acted in good faith and in the manner he/she reasonable believed to be in or not opposed to the best interest of the school, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

The school shall indemnify each School Board member and officer who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the school to procure judgment in its favor by reason of his/her being or having been a board member or officer of the school, against expenses (including attorneys fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonable believed to be in or not opposed to the best interests of the school, except that no indemnification shall be made in respect to any claim, issue, or matter as to which the board member or officer shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the school unless and only to the extent determined by a court as provided by law.

 

In the event of the disposition of any action, suit, or proceeding in which no determination regarding good faith, reasonable belief, negligence, or misconduct, as applicable, has been made, such indemnity shall be conditioned upon a presumed determination that the Board member or officer acted in good faith and with reasonable belief and without negligence or misconduct, as applicable, and that such payments or obligations are reasonable.  Such presumed determination shall be rebuttable by evidence beyond a reasonable doubt to the contrary presented to the school Board and by a majority vote of a quorum consisting of Board members who were not parties to such proceeding.  Board members eligible to make any such determination or to refer any such determination to independent legal counsel assisting the Board, must act with reasonable promptness when indemnification is sought by any Board member or officer.

 

Expenses incurred in defending any proceeding may be paid by the school in advance of final disposition of such proceeding, if authorized in the manner set forth herein, upon receipt of an undertaking by or on behalf of the Board member or officer to repay such amount, unless it shall ultimately be determined that he/she is entitled to indemnification.

 

Every reference herein to Board member or officer shall include every Board member or officer or former Board member or officer of the school as a Board member or officer or in a similar capacity of another corporation, partnership, joint venture, trust or other enterprise and, in all such cases, the heirs, executors, and administrator of such Board member or officer.

 

The school shall further indemnify each Board member and officer in any other manner permitted by law, including, without limitation, obtaining officers and directors errors and omissions insurance coverage in the amount the Board determines.

Sec. 1 – The faculty and staff shall be appointed by the School Board upon recommendation of the Executive Director/ Principal and Personnel Committee.

 

Sec. 2 – Individuals serving on the faculty and staff shall be Christian believers and subscribe without reservation to the school’s teaching objective and mission statement.  Such individuals shall be Christian role models in the school and community.

 

Sec. 3 – Individuals serving on the faculty and staff shall be members in good standing with local, evangelical churches whose doctrine is in agreement with Article II of the Bylaws.

 

Sec. 4 – Faculty and staff responsibilities are to be defined in job descriptions prepared by the Executive Director/ Principal and approved by the School Board.

 

Sec. 5 – The faculty and staff shall be appointed each year by written contract after careful consideration of spiritual and academic qualifications and evaluations.

 

Sec. 6 – The Executive Director/ Principal shall evaluate faculty and the Executive Administrator and Executive Director/ Principal shall evaluate staff at least annually based upon their job descriptions and other appropriate factors. 

 

Sec. 7 – Each member of the faculty and staff shall receive a handbook of pertinent policies and procedures for the school and shall certify annually in writing that he/she has received and reviewed the handbook.

Sec. 1 – The School Board shall ensure that each contract for employment shall contain language for dispute resolution as follows:

 

 

The above section should be in bold type in each contract and the school shall provide employees information annually regarding the Rules of Procedure for Christian Conciliation.

Sec. 1 – Non-discrimination Statement

 

A. The Vail Academy admits students of any race, color, national or ethnic origin 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 or ethnic origin in the administration of educational policies, admissions policies, scholarship and loan programs, athletic or other school administered programs.

 

Sec. 2 – Parent/Teacher Fellowship

 

A. The school shall establish a fellowship for the close association and co-operation of the parents, students and the teachers involved in the school.

Sec. 1 – These Bylaws may be amended by 2/3 vote of the School Board, provided two weeks prior written notice is sent to each of the School Board members, stating both the specific language of the amendment and the reason and intent for the desired change.  The Leadership Commitment, Doctrinal Statement, and Philosophy Statement can only be changed with a 100% vote of the School Board.  The provision of Article V relating to the authority of Vail Bible Church, can only be changed with the consent of Vail Bible Church.

 

Amended Bylaws Approved by School Board Members:

 

Dated:

This ____________day of ______________ 200 :

 

___________________________________        _________________________________

 

___________________________________       _________________________________

 

___________________________________       _________________________________

 

___________________________________       _________________________________

 

___________________________________       _________________________________

God
We believe in one God, eternally existing in three persons; Father, Son and Holy Spirit.

The Bible
We believe the Bible to be the verbally inspired and only infallible, authoritative, inerrant Word of God.

Jesus Christ
We believe in the deity of Jesus Christ, His virgin birth, His sinless life, His miracles, His substitutionary atonement for sin by death on a cross, His resurrection, His ascension to the right hand of the Father, and His personal return in power and glory.

The Holy Spirit
We believe in the continuing ministry of the Holy Spirit by whose indwelling the Christian is enabled to live a Godly life.

Creation
We believe that the Genesis account of creation was a literal and direct act of God.

Man
We believe that man is sinful by nature through the sin of Adam and that all are in need of salvation through Christ.

Salvation
We believe that man is saved by Grace through faith, and nothing of man enters into his salvation; it is a free gift received by believing on the Lord Jesus Christ.

The Vail Academy recognizes the responsibility of the home and the local church in the teaching of doctrinal beliefs. The school does not want to infringe upon this responsibility and will encourage students to seek specific information from their parents and local church pastor in areas that may be different or not covered in the above Doctrinal Statement. 

 

1. I have a genuine faith in the saving grace of our Lord Jesus Christ and I desire to serve Him. I believe I have been called to serve on the School Board of

The Vail Academy. I will seek to act as a Christian role model in the school and broader community, and strive to achieve academic excellence for the students of the Academy.

 

2. I will subscribe to, and seek to accomplish, the teaching and mission statement set forth in Article II of the Academy’s Bylaws.

 

3. I will be diligent in preparation for all School Board meetings and participate in duly appointed committees.

 

4. I will faithfully attend all meetings of the School Board and applicable Committee meetings unless I am hindered from doing so by compelling reasons such as illness or necessary travel. When I am late or unable to attend a meeting, I will notify the School Board President or committee chairperson in advance, if possible. I will follow-up with the Board Secretary and/or other Board or committee members to be informed about the proceedings of the meeting(s) that I missed. When I am unable to attend the Board or committee meetings for four consecutive meetings, I understand that my position on the Board or committee will be terminated unless I take action to explain to the Board President or committee chairperson the reason for my absences and express my desire and willingness to continue to serve on the Board or committee.

 

5. My fellowship, speech and manner with my colleagues on the School Board and with any members of the school family will be characterized by grace and humility. I will attempt to refrain from expressing demeaning attitudes through criticism and complaint.

 

6. While respecting divergent views and convictions expressed by my colleagues on the School Board, I will express my views and differences of opinion constructively and with grace and humility. Once the Board has discussed and voted on an issue and regardless of my personal vote on that issue, I will publicly support the Board’s action.

 

7. I will be an encourager, acting with integrity and discretion and will endeavor to maintain unity in the school regarding all matters.

 

8. Since all members of The Vail Academy Board of Directors are Christian believers under the Lordship of Jesus Christ and the guidance of the Holy Spirit, the Board Members believe that the Holy Spirit will aid them in governing the school by consensus. Accordingly, each Board Member agrees to seek guidance of the Holy Spirit with the objective that all action taken by the School Board shall be the consensus of all members of the School Board.

 

In the event that the Board is unable to reach a consensus, the action shall be tabled to permit all Board Members to pray and seek guidance of the Holy Spirit. The Board of Elders of The Vail Bible Church shall be notified of all matters that have been tabled because a consensus could not be reached in order that they can also be in prayer regarding the matter.

 

If after a reasonable period of time the School Board is still unable to reach a consensus and it is urgent that the action be taken, the School Board shall take action by majority vote of the School Board members present at the meeting.

 

9. Each Board Member will faithfully attend and serve a local, Bible-based Christian church. (Hebrews 10:25)

 

I have studied these statements of commitment and I agree to serve as a School Board Member for The Vail Academy according to these standards.

Signature of New Member___________________________________________

 

Date__________________________

 

Signature of President of the Board of Directors___________________________

 

Date__________________________