CHARTER BYLAWS OF
ROOTS EDUCATION ASSOCIATION
A FAITH BASED PRIVATE ASSOCIATION
TABLE OF CONTENTS
Article I Name and Office
Article II Purpose
Article III Dedication of Funds
Article IV Disposition of Funds in Event of Dissolution
Article V Prohibition of Use of Funds for Political and Other Purposes
Article VI Membership
Article VII Funds and Financial Reports
Article VIII Meetings
Article IX Trustees
Article X Advisory Board
Article XI Duties of Trustees
Article XII Tribunals and Committees
Article XIII Amendments
Article XIV Quorum
ROOTS EDUCATION ASSOCIATION
A PRIVATE MEMBERSHIP ASSOCIATION
ARTICLE I - Name and Offices
The name of the association shall be "Roots Education Association" and shall be established as a Faith Based Private Membership Association.
ARTICLE II - Purpose
This association is organized to allow the Private Membership Association founders and the Private Membership Association members a platform in which to secure the education of the members family as a Fundamental Right and to provide a faith-based education to the children of all Association members.
To maintain an environment for members, and members families to provide all manner of Education including primary and secondary education as directed by the parents, all manner of products, services, and information which may be deemed beneficial to the Association and members by the Association founders and Trustees.
(A) The Association is created and organized as a Private Membership Association operating in accordance with a private contractual relationship between the Association and its members, under the direction of the association's Trustees.
(B) The Association's assets and earnings will be disposed of in accordance with the Articles of Association, at the direction of the Trustees; and
(1) For the ordinary and necessary expenses of operating, maintaining, and improving the Association.
(2) As payment for the acquisition of property for expansion or benefit of the Association and
(3) For creating a fund to provide a source of income for the benefit of the Association or a reasonable reserve for any ordinary or necessary purpose. The Association may collect membership dues, fees, or contributions for the foregoing purposes. Contributions for a specifically designated purpose shall be accepted and used for such purpose if the Trustees of the Association, at their own discretion, find such purpose acceptable and within the purposes established under the Articles of Association.
(C) To use such other means and methods as the Trustees of this Association may from time to time determine to be appropriate for the accomplishment of the purpose for which this association is organized and which are not contrary to the Bylaws of the Association or to the other terms and provisions hereof. All the properties and income of the association are hereby permanently and exclusively dedicated and devoted to such purposes and to that end the Trustees shall hold, invest, reinvest, protect, manage, and control such property and apply the income arising therefrom as they may or shall from time to time determine and, in such manner, as they may deem advisable for the purposes aforesaid.
ARTICLE III - Dedication of Funds
All earnings and funds of this Association shall be used at the sole determination, and discretion of the Trustees of this Association except in the case of Association dissolution in accordance with the Associations Articles of Association.
ARTICLE IV - Disposition of Funds in Event of Dissolution
If at any time this Association should be dissolved, all assets of the Association shall be liquidated by the Association Chairperson and funds acquired from the aforesaid liquidation shall be used to settle all Association debts and liabilities including distribution to Association creditors, if any lawful debt is then outstanding. In the event of dissolution, absent any debt owed or outstanding, the Associations founding members shall maintain sole discretion of the disposition of the remaining Association assets
ARTICLE V - Prohibition of Use of Funds for Political and Other Purposes
Absent Association being dissolved, All or any part of the net earnings or other assets of the Association may inure to the benefit of, or be distributable to its members, or other private persons at the discretion of the Association Trustees and the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and contributions in furtherance of the purposes set forth in Article Four hereof and the Association shall be authorized to provide for and pay expenses of the founding Trustees. The activities of the Association may include carrying on of propaganda, or otherwise attempting to influence legislation whether related to the purpose of the Association or the benefit of the Association as determined by the Chairman or as determined by the Association Trustees and the Association may participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
ARTICLE VI - Membership
Primary members are members in good standing who are counted in the membership of the association and the children of members in good standing.
Members of the Association shall not have a vote on any matter put before the Association unless that member also be a Trustee of the Association. Notice of the annual membership meeting may be given but is not required under these bylaws.
ARTICLE VII - Funds and Financial Reports
The Trustees of Roots Education Association shall have no obligation to report business matters to the Association membership except changes or amendments to these bylaws which may impact or govern members of the Association. The Association, and their designee, acting in the capacity of Chairperson or Treasurer, are authorized to manage the financial affairs of the Association, including the right to invest the assets of the Association, to pay for necessary and to invest the funds of the Association in operating, reserve, or perpetual fund accounts, including the right to accept contributions for specified purposes, provided such purposes are consistent with the purposes for which this Association is organized and operates. The funds may be withdrawn only upon the signature of the designated Trustee(s).
ARTICLE VIII - Meetings
There may be an annual meeting of the members of the Association held at the time, place, and date determined by the Trustees of the Associations. The Chairperson or most of the Trustees may call special meetings of the membership by mailing or emailing notices to all the members whose mailing addresses are known at least two weeks before the date of such special meetings.
ARTICLE IX - Trustees
Initial office holders for the Association have been determined by the Association founders prior to the establishment of the Association and shall serve in the appointed Trustee offices indefinitely or until they voluntarily resign their office. Initial Trustees are identified as Kristin M. Jones, and Timothy P. Jones
Successor Trustees shall serve for a term of three (3) years. Prior to the end of the term of Association Trustees, members of the Advisory Board of the Association shall nominate Trustee candidates, all of whom shall be selected from members of the Association then existing and shall be candidates to be elected by the then existing Trustees as successors to the current office holders, elected to serve three (3) year terms in office. Association Trustees shall retain the ability to create additional positions as needed being designated as either “Trustee At Large” or “Member At Large”.
ARTICLE X – Advisory Board
This Association may have an Advisory Board, appointed by the existing Trustees. The number of members of the Association Advisory Board is to be determined by the Association Trustees during their first meeting of Trustees after the establishment of these Bylaws. Each member of the Advisory Board, each of whose successive terms shall be for five (5) years. Founding members of the Association shall always retain the right to hold a seat on the Advisory Board if the said founder remains in good standing with the Association. Nominations for any successive candidate for Advisory Board member shall be made from the floor at the business meeting immediately prior to the expected vacancy of a seat within the Advisory Board. Only existing members in good standing shall be eligible for nomination. Following the nominations, the Advisory Board members will be elected to serve for a five-year term by the members present. In the event of the death, resignation, or refusal to act of any Advisory Board member, the other Advisory Board Members shall elect his successor from nominations submitted by Trustees of the Association, to serve such unexpired term. The Chairperson or a majority of the Advisory Board members may call special meetings of the Board at any time by giving such Board members at least four days advance notice of the same.
ARTICLE XI - Duties of the Trustees
The Chairperson shall preside at all meetings of the Association, the meetings of the Advisory Board, and shall perform all other duties entrusted to him by the Articles of Association and these Bylaws. In the absence of the Chairperson, the duties shall be performed by any other Trustee designated by the Chairperson.
In the case where the Association Trustees choose to designate capacities for individual Trustee the following duties shall be prescribed to each designated Trustee:
The Administrative Trustee shall act in the capacity of Secretary and shall keep the minutes of the Association meetings and shall perform such other clerical duties as deemed necessary by the Chairperson. The Financial Trustee, in conjunction with the other Trustees, shall be responsible for all funds and shall disburse all monies of the Association and provide financial statement at the annual meeting of the Association. The Chairperson and designated Trustees shall retain the unlimited right to contract on behalf of the Association and shall retain full authority to enter any contractual obligation they deem necessary on behalf of the association.
ARTICLE XII – Tribunals and Committees
The Chairperson shall designate a minimum of Three (3) members to serve in the capacity of a Tribunal for the Association and shall designate such committees as they shall deem necessary to properly carry on the functions of this Association.
ARTICLE XIII - Amendments
These by-laws or the Articles of Association may be amended at any annual or specially called meeting of the Association by a majority vote of the Trustees of the Association if there is a quorum present and voting on such amendment and if notice of the proposed amendment shall be sent by regular mail or email to all Trustees, a minimum of two weeks in advance of the meeting setting forth the proposed amendment. All Association Handbooks or Policy manuals shall be adopted as a part of the Bylaws unless specifically exempted.
ARTICLE XIV - Quorum
A quorum of 2/3 of the Trustees must be present before the Trustees can transact business, except the business of an amendment to the Articles of Association or Bylaws of the Association which requires all Association Trustees members to be present. A majority vote of the Trustees present at a meeting shall govern the actions of the Association. No meeting of the Trustees shall sit for the transaction of business or the determination of any matter unless at least 2/3 of the board of Trustees are present.
These by-laws were approved by the Founding Trustees of Roots Education Association this ______ day of ______________, 20___.