The principal office for the transaction of the business of Friends of Sacuanjoche Schools is fixed and located at 2604 Zodiac Drive, Garland Texas 75044. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in the State of Texas. The Corporation may also have offices at such other places, within or without the State of Texas, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
SECTION 1. NO MEMBERS. The Corporation hereby elects to have no members. Any action which would otherwise require a vote of members shall require only a vote of the members of the Board of Directors and no meeting or vote of members shall be required for this Corporation, any provision of the Articles of this Corporation or the Bylaws to the contrary notwithstanding. All rights which otherwise would vest in the members shall vest in the Directors.
SECTION 2. CORPORATION IS A SCHOOL.The Corporation is sometimes referred to in these Bylaws as “the School”, in recognition of the principal nonprofit school purpose for which it was organized.
Section 1. Objectives of the Association. The principal objective of the Association, being a non-profit organization, shall be to administer a non-political and non-sectarian school, that shall offer an education in English, in the city of Granada or in any other appropriate location, and which complies with the applicable regulations of the Minister of Education, Culture, and Sports of the Republic of Nicaragua.
Section 2. School Mission. In accordance with the objectives of the Association, the School shall have as its mission the following: “Sacuanjoche International School aims to engage each student in a creative, experiential, and bilingual learning environment to uncover the maximum intellectual, artistic, and physical potential of each student. Our objective is to develop a lifelong love of learning and create a strong foundation for future academic achievement. This experience is conducted in an innovative environment that values independent thinking, community responsibility, a strong sense of inner discipline, the ability to embrace life’s challenges with confidence, and a willingness to explore cultural differences with an open mind.”
Section 1. Number. The Board of Directors shall consist of no less than Seven (7) and no more than twenty-one (21) voting members.
President. The President shall, whenever present, preside at all meetings of the Board of Directors. The President shall have the power and authority to generally supervise all of the affairs of the School, and shall present, at each annual meeting of the Board of Directors, a report of the state and the condition of the business and affairs of the School. All contracts and agreements shall be signed by the President in the name of the Corporation as well as the Director of the school. The President shall see that the books, reports, statements, and certificates required by statute are properly kept, made, and filed according to law. The President shall enforce these By-Laws and perform all of the duties incident to the office of President and such other duties as from time to time may be required of the President by the Board of Directors.
Vice-President. The Vice-President shall perform the duties of the President in the event of the President’s absence or inability to act, and shall perform such other duties as from time to time may be required of the Vice-President by the Board of Directors.
Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in an appropriate minute book, and shall give and serve all notices of meetings pursuant to these By-Laws. The Secretary shall be the custodian of the records and seal of the Corporation and shall affix the seal to corporate papers when so required by the Board of Directors. The Secretary shall present to the Board of Directors at each meeting all communications addressed to the Secretary for the Corporation since the previous meeting of the Board. The Secretary shall perform all duties incident to the office of the Secretary and such other duties as may from time to time be required of the Secretary by the Board of Directors.
Treasurer. The Treasurer shall have the care and custody of and be responsible for all the funds of the School, and shall deposit all such funds in the name of the school in such bank or banks. The Treasurer shall exhibit at all reasonable times the books and accounts of the Corporation to any directors of the school during business hours. The Treasurer shall render a statement of the condition of the finances of the Corporation at each regular meeting of the Board of Directors, and at such other times as shall be required. The Treasurer shall keep at the office of the school correct books of account of all its business and transactions and such other books of account as the Board of Directors may require. The Treasurer shall do and perform all duties appertaining to the office of Treasurer of a corporation, and such other duties as from time to time may be required of the Treasurer by the Board of Directors.
Other Officers. The duties of other officers who may be appointed by the Board of Directors shall be determined by the Board of Directors from time to time, as the needs of the Corporation may require.
Section 2. Responsibilities of Board of Directors. The specific responsibilities of the Board of Directors include, but are not limited to, the following:
a) Policies: The Board of Directors may modify or establish policies that determine the operations of the School and of the Association. The evaluation of the execution and effectiveness of established policies shall be the responsibility of the Board of Directors. The Board delegates the implementation of the policies to the Director of the school.
b) Hiring, Supervising, and Evaluating the Director of the School. The Board of Directors is responsible for searching, hiring, supervising, evaluating the performance, and terminating the contract for the Director of the school.
c) Financial Status of the School: The Board of Directors is responsible for approving the annual operative budget, as well as the annual capital expenditure budget. The Board will also have authority to approve investment decisions and/or expenditures not taken previously into account in the budget. The Board will have the necessary authority to take decisions aimed to assure the funds and income needed to sustain the annual Budget, capital recovery, and maintenance of a contingency fund.
d) Strategic Planning: The Board of Directors will make short and long term plans to meet the needs of the School according to the objectives and mission established in Article 3, Sections 1 and 2.
e) Personnel and Evaluation of Personnel: The Board of Directors is responsible for revising and establishing policies that determine the salary of the personnel, the terms and conditions of employment, benefits, and professional development of the same. The Board delegates the tasks of recruiting, contracting, evaluating, promoting, penalizing, or firing of personnel to the Director of the School.
f) Investigation and Jurisprudence: The Board of Directors may request the investigation or review of the jurisprudence of topics related to the implementation of policies and operations of the School.
g) Other Activities of the Board of Directors: Other activities of the Board of Directors include, but are not limited to, the following: Approve the annual School calendar; obtain legal advice; and approve the appointment of the Auditors for the School.
h) Minutes: The Board of Directors shall maintain an accurate record of its actions in the way of minutes of each of meeting. The minutes shall provide a record of all motions, resolutions, and recommendations. The minutes shall be dated, consecutively numbered, signed by the members of the Board in attendance, and shall be available to the Members of the Association in the office of the Director of the School. The Board may, in the interest of the School and of the Association, by majority vote of all Directors, maintain as confidential all or part of the minutes, except for a summary of the decisions taken. In such cases, the confidential minutes may be put at the disposition of one person that is not a member of the Board of Directors through a decision taken by the majority of all members of the Board.
i) Appeals before the Board of Directors. The Board of Directors shall hear appeals of the parents of students, teaching and/or administrative personnel, or students on topics that involve the implementation of policies. Such appeals shall be initiated by a written petition. The Board of Directors shall respond within a period of time not exceeding thirty (30) days. Such an appeal may be made only after having attempted to resolve the issue through all appropriate administrative channels.
Section 3.Election and Term of office for the Board of Directors
The members of the first Board of Directors shall be elected by the Incorporator of the Corporation. Upon the election of the first Board of Directors, the members of the Board shall be deemed to be successors of the Incorporator of the Corporation. Except as provided herein, the directors shall thereafter be elected at the Annual Meeting of the Board of Directors by the Board of Directors. All newly elected board directors shall serve for a term of (3) years beginning on August 1. Following the first term of service, board directors may be re-elected to serve a second three (3) year terms. No trustee may be elected to term beyond the second term without first having been off the board for at least one year.Section 4 Meetings. Meetings may be conducted by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
a) Annual Meeting. The annual meeting of the Board of Directors shall be held during the months of May, June, or July of each year at a time and place to be designated.
b) Regular Meetings. Regular meetings of the Board of Directors shall be held monthly at a time and place as the Board of Directors may determine.
c) Special Meetings. Special meetings of the Board of Directors may be held at any time and place in the City of Granada at the call of any two (2) Board Director.
Section 5. Notice of Meetings. Notice of all meetings of the Board of Directors shall be given to each board director at least five (5) days prior to the day designated if for the annual or a regular meeting, and two (5) days prior to the day designated if for a special meeting. Notice shall be given either personally, by mail, by telephone, by voice mail, or by other electronic means. If by mail or e-mail, it shall be mailed to each board director at their last-known address, unless any director shall have filed with the Board of Directors a written request that notice intended for him be sent to some other address, in which event it shall be mailed to the address designated in such request.
Section 6. Quorum. At all meetings of the Board of Directors, at least one-half of the number of directorships shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these By-Laws.
Section 7. Removal. Any director may be removed at any time from his position as director by a unanimous vote of the Board of Directors; such removal shall be voted, however, only at a special meeting of the Board of Directors called for the purpose. Such removal may be either with or without cause. The successor of such director may be elected at such meeting by the remaining members of the Board of Directors.
Section 8. Vacancies. If the office of any of the directors shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for any other cause, the remaining Directors, although less than a quorum, may, by majority vote, elect a successor for the unexpired term of each such director. Vacancies occurring on the Board may be filled at an election that may take place during a conference call at which a majority of the total current members are participating. This conference call will be considered a special meeting of the Board and will require notification of each Board member at least 48 hours before the scheduled conference call.
Section 9. Voting. A majority of those present constituting a quorum shall be required to effect any election of Directors to fill vacancies or to decide any questions.
Section 10. Agenda.The Director of the School and the President of the Board of Directors shall develop the Agenda for the Board meetings. Anyone who wishes to submit a topic for the Board meeting, according to what is stipulated in the School’s Policy Manual and these By-laws, should present a written statement to the School’s Director and/or the Board President, four (4) working days in advance, specifying the topic they wish to discuss.
Section 1. General. The regular income of the School shall come from the fees and/or tuition, and other activities as established by the Board of Directors, including, among others, the following: Accept donations and receive income from enrollment, and other income related to education, and any other type of payments for services provided at the School; acquire or rent real estate or fixed assets; enter into any class of contracts; exercise the normal functions of a non-profit institution. The capital or funds of the School shall be allocated exclusively to the administration of the School.
Section 2. Assets and Liabilities of the Association. The Assets of the School belong entirely to the Association, and in no case may be considered the property of a director, employee, or Member of the Association. No other association, society, consortium, corporation, company, government, or entity of any type or individual, shall have the proprietorship of the assets of the Association. No Member of the Association, or its Board of Directors, or the employees of the School, acting in their role within the School, may be held personally responsible for the debts or obligations of the Association. The assets of the Association shall be protected by appropriate insurance policies.
The Director General of the School shall be responsible before the Board of Directors for executing its policies, directing the activities of the School and those related to them, and for supervising the educational and/or administrative personnel of the School.
The By-Laws of the Corporation may be amended, added to, rescinded, or repealed by a majority vote of the Board of Directors present and constituting a quorum at the time of the vote, provided notice of the proposed change is given in the notice of the meeting