Association of Classical & Christian Schools

4.2 Powers. Subject to the provision of the Idaho Code and any limitations herein relating to action required to be approved by the membership, all association powers shall be exercised by or under the authority of the board of directors. The business of the association shall be managed under the direction of the board of directors. Such powers shall include, but not be limited to:

(a) the power to select and remove all officers, agents, and employees of the association, prescribe such powers and duties for them as are not inconsistent with law or these Bylaws, fix their compensation, and require from them security for faithful service;

(b) the power to change the principal executive office or the principal business office from one location to another; to cause the association to be qualified to do business in any other state, territory, dependency, or foreign country and conduct business without or outside the State of Idaho; to designate any place within or without the State of Idaho for the holding of any meetings, including membership meetings; to adopt, make and use an association seal and prescribe the forms of certificates of membership, and to alter the form of such seal and of such certificates;

(c) the power to authorize the issuance of certificates of membership in the association from time to time, upon such terms and conditions as may be lawful;

(d) the power to authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the association.

4.3 Election and Term of Office of Directors.

(a) There shall be six (6) permanent directors and four (4) term directors. The initial permanent directors shall hold office until resignation or removal consistent with the provisions of these Bylaws. The initial term directors shall hold office until the first annual meeting of the members, at which time one term director's seat shall be open for election. Subsequent election of term directors shall take place according to the provisions set forth below.

(b) Each of the permanent directors shall be chosen and appointed by the Board of Directors. The Board of Directors shall choose and appoint seven (7) permanent directors, only six (6) of whom shall act as directors at any one time. Every year, beginning with the second, full, fiscal year of the operation of the association, one permanent director shall be placed on a one year sabbatical leave. This sabbatical leave shall rotate through the permanent members of the Board of Directors once every seven years.

(c) Each of the term directors shall serve for terms of four (4) years. The terms shall be staggered at one-year intervals, such that one elected director shall come on the board each year. Terms of the elected board members will run concurrent with the fiscal year.

(i) New term board members may be nominated for their terms of service by three or more sitting board members, or by petition of no less than one-tenth of the member schools or household members of ACCS. Two thirds of the sitting board members may remove a nominee from consideration.

(ii) Election will be affirmed by a majority of ballots returned to the board at or before the annual association board meeting. The board will make ballots available to association members not less than two months prior to the annual board meeting.

(iii) No person serving as a term member of the Board of Directors shall serve for more than four calendar years within any six-year period.

4.4 Vacancies on the Board of Directors

(a) Any vacancy due to member and/or board action, death or resignation, may be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum. Term directors appointed under this provision shall serve only for the unexpired portion of the term in question. In all such circumstances, the board shall keep in view the needs and desires of all member schools, as well as the ongoing mission of ACCS.

(b) A vacancy shall be deemed to exist in the case of the death, resignation or removal of any director, or if the members fail, at any meeting of the members at which any director or directors are to be elected, to elect the full authorized number of directors to be voted for at that meeting.

4.5 Qualifications of Directors

(a) All board members must subscribe to the Confession of Faith adopted by the ACCS. In all cases, the demonstrated Christian profession and walk of the individual board member shall be a major consideration as to their suitability as board members.

(b) All board members must demonstrate expertise valuable to the association, and a commitment to classical and Christian education as defined by the ACCS mission statement.

(c) Board members holding appointed seats to the board must represent a charter member of ACCS, provided that no more than two (2) representatives from any one (1) charter member may sit on the board at any one time.

(d) All board members must be heads of households.

(e) Paid staff members of ACCS are excluded from voting membership on the board. They are not excluded from ex officio membership on the board.

4.6 Directors' Meetings, Notice and Voting Requirements

(a) The annual meeting of the Board of Directors will be held on the day immediately preceding the first day of the national conference of ACCS. The meeting will be for the purpose of transacting such business as may be brought before the board including, but not limited to, the approval of the annual budget, the year-to-date financial reports, the reports on member schools, reports on regional conferences, notification of election of the newest board member, and such other business as may be deemed appropriate by the board.

(b) The full board of directors of the ACCS shall meet from time to time as need dictates. Any such meetings of the board shall be open to representatives of any member school in the association and shall be conducted from a pre-published printed agenda, available upon request from member schools at least a week in advance of the meeting.

(c) Special meetings of the board may be held at a time and place designated by the board to address such issues as may come before the board and shall be called by the chairman or whenever a petition requesting such special meeting, signed by at least one-tenth of the member schools, has been submitted to the board chairman.

(d) All members of ACCS shall receive a printed notice, at their regular postal address, of the annual board meeting. The notice will state the general purpose, time, date and place of said meeting at least ten and not more than 50 days prior to the meeting. Under the oversight of the board chairman, agenda items for the annual meeting may be placed by any board member, or by petition of ten or more member schools.

(e) Five members of the full board plus the chairman shall constitute a quorum for the purpose of transacting board business.

(f) Proxies may be executed by directors only for specific issues, and may be exercised only for the issue specified by the proxy.

(g) The board may, as circumstances dictate, adjourn to closed session from time to time to address spiritual, personnel or disciplinary concerns.

(h) The board shall choose one of its members to serve as Chairman of the Board, who shall preside over the meetings of the Board of Directors. The Chairman shall enjoy full privileges of voting and debate, but shall be precluded from making motions while in the office of Chairman. In the absence of the Chairman, the board shall choose a vice-chairman to act in his place.

(i) With the exception of the preceding provision regarding the Chairman of the Board, all meetings of the board shall be conducted according to Roberts' Rules of Order using a printed, pre-published agenda. Minutes of all regular board meetings will be published and maintained in a permanent binder in the association offices.

4.7 Board Action

(a) The board will be considered to have acted when, and only when, in a duly-constituted board meeting, a proposal is moved, seconded, discussed, passed by the appropriate majority, entered in the minutes, and duly approved.

(b) Board discussion, consensus, and debate do not constitute formal board action, whether oral or written, and shall in no way become part of the Constitution of the ACCS.

(c) No director, officer, staff member or employee of the ACCS may represent anything as being the position of the ACCS unless the position has been duly approved by formal board action as set forth herein.

4.8 Ex-officio Board Members

The board of directors may designate non-voting, ex-officio members of the board by a two-thirds majority vote of the full board. Their term of service will continue at the discretion of the board. Ex-officio members of the board may serve as "at-large" representatives of ACCS.

4.9 Removal of Directors

Three-fifths of the sitting board members, or three-fifths of the member schools, may petition the board for removal from the board of any board member whom they believe lacks a basic commitment to the association's confession of faith, the objectives of the association, or who lacks a basic prudence and diligence in matters brought before the board. Any such petition shall be accompanied by a brief statement of the facts supporting the petition. Following board review of such a petition, a board member may be removed from the board by a unanimous vote of the board members not under consideration.