napcis.org · Web viewCORPORATE SEAL & OFFICES Section 3.1. This corporation shall not have a seal. Section 3.2. Registered Offices. The principal office of the corporation is 4800

BYLAWS OF

THE G.K. CHESTERTON ACADEMYOf the Willamette Valley

AS ADOPTED October, 5th, 2017_________________________

This instrument constitutes the Bylaws of The G.K.Chesterton Academy of the Willamette Valley (herein also “Chesterton Academy”, the “G.K. Chesterton Academy”, and the “corporation”), adopted for the purpose of regulating and managing the internal affairs of the corporation.

ARTICLE I

PURPOSE

Section 1.1. Statement of Mission & Purpose. The G.K. Chesterton Academy is established to carry out the teaching ministry for a high school grades nine through twelve offering a liberal arts curriculum emphasizing humanities, art and music. The G.K. Chesterton Academy shall associate itself with the Chesterton Schools Network and seek canonical recognition as a Catholic school with the Archdiocese of Portland in Oregon. The corporation and the school shall be operated and conducted in conformance with the Magisterial laws, theology, philosophy, teachings and doctrines of the Roman Catholic Church. The G.K. Chesterton Academy of the Willamette Valley exists for the Glory of God – Father, Son and Holy Spirit. Our vision is to bring all young men and women to love the Risen Christ with their whole heart, mind and soul through a Catholic Classical Liberal Arts education.

Section 1.2. Further Statement of Charitable Legal Purpose. This Corporation is organized and shall be operated exclusively for religious and educational purposes and shall be subject to and operated in conformance with the laws, rules, regulations and standards established and permitted by Section 170(c)(2) and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. No part of the net earnings of the corporation shall inure to the benefit of any private person or organization. No substantial part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in, or publish or distribute statements in any political campaign on behalf of any candidate for public office. The Corporation shall not discriminate, in any manner, against any person on the basis of race, creed, color, national origin, or gender.

BYLAWS OF THE CHESTERTON ACADEMYPage 1 | 18

Section 1.3. Statement of Objectives for Opening the School. Attached Exhibit A, is the Statement of Objectives for Opening the School.

ARTICLE II

MEMBERS

Section 2.1. This corporation shall have no Members.

Section 2.2. Any action or approval of the Members or shareholders of a corporation which would otherwise be required by the terms of any agreement to which this corporation is a party, or by which this corporation is bound, or by the provisions of any law, rule or regulation to which this corporation is subject, requires only action or approval of the Board.

ARTICLE III

CORPORATE SEAL & OFFICES

Section 3.1. This corporation shall not have a seal.

Section 3.2. Registered Offices. The principal office of the corporation is 4800 S. Killins Loop, Woodburn, Oregon 97071. Said office may be changed from time to time by the Board of Directors and the corporation may have such additional offices as the Board of Directors may designate.

Section 3.3. Registered Agent. The registered agent shall be determined by the Board of Directors and shall be kept on file with the annual report to the Secretary of State.

ARTICLE IV

BOARD OF DIRECTORS& ITS COMMITTEES

Section 4.1. The business and charitable affairs of the corporation shall be managed by or under the direction of a Board of Directors.

Section 4.2. Number of Directors. The Board of Directors, exclusive of Ex Officio Directors, shall consist of between eleven (11) and fifteen (15) natural adult persons.

Section 4.21. Qualification for Membership on the Board of Directors. Members of the Board of Directors of this Corporation is limited to the person(s) who are practicing Roman Catholics and who believe in and follow the principles directed from the Magisterium of the Roman Catholic Church and act in accordance with the direction of the Roman Catholic Pontiff. Board members are required to take the Oath of Fidelity (Exhibit B hereto) prior to being appointed to the Board.


Section 4.3. Meetings. The Board of Directors shall meet as follows:

(a) Section 4.31 . Regular Meetings. The Board shall meet at least four times per academic year, commencing July 1 and ending June 30, but should strive to meet on a regular recurring monthly basis on a set day and time of each month.

(b) Section 4.32 . Annual Meetings. The Board of Directors shall have an Annual Meeting in the month of May. Notice of the annual meeting of the Board of Directors shall be given at least ten (10) days previously thereto by a writing delivered personally, mailed, or electronically mailed to each Director.

(c) Section 4.33 . Special Meetings. Notice of special meetings of the Board of Directors shall be given at least three (3) days previously thereto by verbal notice given personally to each director, or such notice may be given personally to each director, or such notice may be given at least five (5) days previously thereto by a writing delivered personally, mailed, or electronically mailed (“emailed”) to each Director. Notice of a special meeting of the Board of Directors shall state the purposes for the special meeting. A special meeting of the Board of Directors may be called by any three Directors or by the President or Vice-President.

(d) Section 4.34 . Mailed and Emailed Notices. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any email transmitted to the address provided by the Board member shall be considered delivered upon sending, unless an electronic message is received, by the sender, within 24 hours that the email was not delivered. Each Director shall provide to the Secretary proper contact information, including phone, mailing, and electronic mail information.

(e) Section 4.35 . Waiver of Notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise specified in the provisions of the Oregon Nonprofit Corporation Law, the Articles of Incorporation or the Bylaws, neither the business to be transacted, not the purpose of any meeting of the Board of Directors, need be specified in the notice or the waiver of notice of such meeting.

(f) Section 4.36 . Manner of Acting. The act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the provisions of the Oregon Nonprofit Corporation Law, the Articles of Incorporation, or as otherwise provided in these Bylaws.

(g) Section 4.37 . Action by Written Consent or Email Voting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting, if consent in writing, setting forth actions so taken, shall be signed by 3/4ths of the Directors of the corporation. Additionally, any action which may be taken at a meeting of the Board of Directors may be taken without a meeting, if consent is evidenced by email and then later incorporated by reference into the regular minutes of Board (which minutes shall be deemed sufficient documentation of the vote if the minutes are approved), setting forth actions so taken, shall be transmitted accordingly by 3/4ths of the Directors of the corporation.


Section 4.4. Election, Terms, and Tenure of Directors

(a) Election of Voting Directors. Voting Directors shall be elected (or re-elected) by a majority vote of the voting Directors incumbent at the Annual Meeting. Each year at the Annual Meeting, the Board shall elect directors to replace (or, subject to 4.4 (f) (maximum tenure of directors) below, re-elect) directors whose terms will be ending on June 30 of that year. (b) Vacancies on the Board. The Board of Directors follows the Nominations Protocol (Exhibit C hereto) when filling vacancies. Whenever the Board shall have fewer than maximum number of directors, (exclusive of Ex Officio directors) it shall be considered to have a vacancy for the purposes of Section 4.8 below. The Board, at any duly held meeting, may elect additional directors to fill that vacancy, regardless of the time of year. Such newly elected directors shall become directors immediately upon election, though their “terms” shall not be deemed to have begun until the following July 1.

(c) Term of Directors. The term of a director shall be two years commencing on the July 1 following his election and ending on June 30, two years later.

(e) Staggering of Directors Terms. At a Board meeting in the spring of 2018, those Directors incumbent prior to January 1, 2018, shall be divided into two groups by lot. For the purposes of these bylaws, the first group shall be considered to have commenced their first two year terms on July 1, 2017 and the second group on July 1, 2018.

(d) Maximum Tenure of Directors. Under ordinary circumstances voting directors shall not serve more than five full consecutive terms of two years each. Provided, however, that terms of directors may be extended in two circumstances: (i) a Past-President’s term as a director shall be extended for one additional year if without the extension the Past-President would be past the maximum term in office; and (ii) the Board, by a two-thirds vote, may find that special circumstances justify the extension of a director’s service for additional terms. Once a board member leaves the board, he must not rejoin the board for at least one year.

Section 4.5. Quorum, Voting. Each director shall have one vote. Ex-officio directors are nonvoting members of the Board of Directors. A majority of the voting directors is a quorum.

Section 4.6. Resignation of a Director. A director may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.

Section 4.7. Removal of a Director. A director may be removed at any time, with or without cause, by a majority of the directors.

Section 4.8. Filling Vacancies of Directors. Subject to the requirements of the Nominations Protocol, if a vacancy occurs on the Board of Directors, the remaining members of the board, though less than a quorum, may fill the vacancy. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.


Section 4.9. Ex-Officio Directors. The Headmaster and Chaplain of the Chesterton Academy shall be ex-officio directors who serve at the pleasure of the Board of Directors. The Headmaster and all other ex-officio directors shall be practicing Roman Catholics and who believe in and follow the principles directed from the Magisterium of the Roman Catholic Church and act in accordance with the direction of the Roman Catholic Pontiff. All Ex-officio Board members are required to take the Oath of Fidelity (see attached Exhibit B) prior to being appointed to the Board.

Section 4.10. Committees. The Board of Directors by resolution adopted by a majority of the directors in office, shall designate and appoint committees.

Section 4.11. General Powers and Limitations of Committees. The Board of Directors shall have the power at any time to fill vacancies in, to change the size or membership of, appoint the committee chairman, and to discharge any committee. Each committee shall have and may exercise such power as is set forth in these Bylaws or as may be conferred or authorized by the resolution appointing it; provided, however, that no such committee shall have the authority to amend, alter, or repeal these Bylaws or the Articles of Incorporation; elect, appoint, or remove any director or officer of the corporation; adopt a plan or merger or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all the property and assets of the corporation; authorize the voluntary dissolution of the corporation or revoke proceedings therefor; adopt a plan for the distribution of the assets of the corporation; or amend, alter, or repeal any resolution of the Board of Directors. The designation and appointment of any committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it or him by law.

Section 4.12. Nominating Committee. There shall be a Nominating Committee, which shall consist of at least three (3) directors and may include such non-directors as may be appointed thereto by the Board of Directors. The Nominating Committee shall assist in implementing the Nominations Protocol (Exhibit C hereto) and present nominations for director positions and officer positions to be filled by the Board of Directors at the annual meeting or such other times as vacancies occur in the Board of Directors.

Section 4.13. Finance Committee. There shall be a Finance Committee with the Treasurer as its chairman and at least two other directors and such other persons as the Board of Directors deems appropriate. The Finance Committee shall provide assistance to the corporation in reviewing ongoing five-year operational plans and capital needs assessments.

Section 4.14. The Development Committee. There shall be a Development Committee with at least three directors and such other persons as the Board of Directors deems appropriate. The Development Committee shall conduct regular and special fundraising efforts for the benefit of the corporation.

Section 4.15. Quorum at Committee Meetings. A majority of the members of a committee shall constitute a quorum and any transaction of a committee shall require a majority vote of the quorum present at any meeting. Each member of a committee, including the person presiding at the meetings, shall be entitled to one (1) vote.

Section 4.16. Committee Meetings. Meetings of committees shall meet at the call of the committee chairman at such place as he shall designate after reasonable notice has been given to each committee member. Each committee may keep minutes of its proceedings, but is not obligated to do so, and should make a written report to the Board of Directors of its action within a reasonable time subsequent thereto.


ARTICLE V

OFFICERS

Section 5.1. The officers of the corporation shall be a Past-President, President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.

Section 5.2. The duties of the officers of this corporation shall be:

(a) President – The President shall:i. When present, preside at all meetings of the Board of Directors;

ii. See that orders and resolutions of the Board are carried into effect;iii. Sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or

other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the Board to another officer or agent of the corporation;

iv. Sign checks and drafts in the name of the corporation as prepared by the Treasurer up to limits established by the Board including the limitation that all checks and drafts in excess of $5,000.00 shall be signed by the President and Vice-President;

v. Fully include the Vice-President in the activities of the President so that the Vice-President is well suited to succeed the President should the situation arise;

vi. Oversee the long-term goals and purposes of the corporation; andvii. Perform such other duties as may be determined from time to time by the Board of

Directors.

(b) Vice-President – The Vice-President shall: i. Perform such duties as may be determined from time to time by the Board of Directors.

ii. Work closely with the President to keep apprised of all activities of the President so that the Vice-President is well suited to succeed the President should the situation arise;

iii. Serve as the chairman or co-chairman of at least one committee;iv. Assure, in coordination with a formal agent of the corporation (a lawyer or a filing

service), the filing of annual reports with the Oregon Secretary of State, v. Serve as the second signer for any check or draft in excess of $5,000.00; and

vi. Be vested with all powers of and perform all the duties of the President in the President’s absence or inability to act, but only so long as such absence or inability continues.

(c) Secretary – The Secretary shall:i. Maintain records of and, when necessary, certify proceedings of the Board and its

committees including preparing agendas and minutes thereof;ii. In coordination with the Treasurer, Headmaster, and Development Director (if any),

maintain a database of all donors and friends of the Chesterton Academy including phone, email, postal mailing addresses, and such other beneficial information; and

iii. Perform such other duties as may be determined from time to time by the Board of Directors.


(d) Treasurer – The Treasurer shall:i. Maintain all financial and accounting records for the corporation consistent with

reasonable accounting practices;ii. Prepare for signature all checks and drafts in the name of the corporation;iii. Deposit money, drafts, and checks in the name of and to the credit of the corporation in

the banks and depositories designated by the board;iv. Endorse for deposit notes, checks, and drafts received by the corporation as ordered by

the board, making proper vouchers for the deposit;v. Provide the President and the Board an account of transactions and of the financial

condition of the corporation at least monthly and on upon request by either the President or the Board;

vi. Assure the filing of annual federal and state informational tax returns, Oregon Department of Justice reports; and

vii. Together with other members of the Board, prepare an annual budget, a five-year budget (showing enrollment and tuition projects), and an ongoing capital needs plan.

(e) Past President – The Past-President shall: i. Serve by assisting in the orderly sharing of prior operational history of the Board of

Directors;ii. Support the ongoing functions of the corporation; and

iii. Perform such other duties as may be determined from time to time by the Board of Directors.

Section 5.3. Compensation; Reimbursement of Officers. Officers shall serve without salary unless they are also employees of the corporation. Expenses incurred in connection with performance of their official duties may be reimbursed to officers upon arrival of the Board of Directors.

Section 5.4. Qualifications of Officers. The Past-President, President, Vice-President, and Headmaster shall be Members of the Board of Directors. All other officers may, but need not, be Members of the Board of Directors.

Section 5.5. Terms of Office of Officers. The terms of officers shall be as follows:i. Past President – one year.

ii. President – not more than four consecutive one year terms.iii. Vice-President – not more than four consecutive one year terms.iv. Treasurer – not more than eight consecutive years.v. Secretary – not more than eight consecutive years.

vi. Other Officers (if any) – as many one year terms as allowed by the Board.

Section 5.6. Resignation of an Officer. An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.

Section 5.7. Removal of an Officer. An officer may be removed, with or without cause, by a majority of the directors.

Section 5.8. Vacancies in an Officer Position. A vacancy in an office because of death, resignation or removal may be filled by the Board of Directors.


ARTICLE VI

HEADMASTER & EMPLOYEES

Section 6. 1 . Headmaster. The Board of Directors or the Executive Committee may appoint Headmaster to serve at the pleasure of the Board of Directors. Such Headmaster may be an employee of the corporation and, subject to the direction and control of the Board of Directors or the President, shall be the chief administrative officer of the corporation and shall direct and supervise the business and affairs of the corporation. He shall also be an assistant secretary and assistant treasurer of the corporation, and shall be an ex-officio member of all committees. He shall advise the directors on all aspects of the development relating to the corporation’s objectives. Additionally, he shall perform such other duties as from time to time may be prescribed by the President or the Board of Directors. The salary of the Headmaster shall be fixed from time to time by the Board of Directors.

Section 6. 2 . Other Employees. The Board of Directors may establish such other positions of employment as it deems desirable from time to time and shall fix the salaries for such positions. Subject to the control and direction of the Board of Directors, the Headmaster shall hire and discharge employees necessary for the proper conduct of the business of the corporation.

ARTICLE VII

STANDARD OF CARE AND DEALING WITH OTHERCORPORATIONS AND ORGANIZATIONS

Section 7.1. It is the responsibility of each officer and director of this corporation to discharge his duties as a director in good faith, in a manner the person reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

Section 7.2. A contract or other transaction between this corporation and one or more of its directors, or between this corporation and an organization in or of which one or more of this corporation’s directors are directors, officers or legal representatives or have a material financial interest, is not void or voidable because the director or directors or the other organizations are parties or because the director or directors are present at the meeting of the Board of Directors or a committee at which the contract or transaction is authorized, approved or ratified, if:

A. The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation at the time it was authorized, approved or ratified; or

B. The material facts as to the contract or transaction and as to the director’s or directors’ interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.


For the purpose of this Section:

C. A director has a material financial interest in a resolution fixing the compensation of the director as a director, officer, employee, or agent of the corporation and in a resolution fixing the compensation of another director as a director, officer, employee or agent of the corporation where the first director is also receiving compensation from the corporation; and

D. A director has a material financial interest in each organization in which the director, or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters of the directors, or any combination of them have a material financial interest.

ARTICLE VIII

FINANCE

Section 8.1. Gift Acceptance. Any contributions, grants, bequests or gifts made to the corporation with restrictions as to use shall be accepted or collected only as authorized by the Board of Directors. The Board of Directors may authorize any officer, agent, or employee to accept on behalf of the corporation any gift, grant, bequest, or devise, and such authority may be general or confined to specific funds, accounts, or purposes. The Board of Directors has the right to reject or refuse to accept any gift, grant, bequest, or devise whenever it is deemed to be in the best interest of corporation to reject or refuse to accept such gift, grant, devise or bequest. Unless the terms expressly provide otherwise, all gifts, grants, bequests, and devises shall be deemed irrevocable.

Section 8.2. Deposits. All funds of the corporation shall be deposited to the credit of the corporation under such conditions and in such federally insured banks as shall be designated by the Board of Directors.

Section 8.3. Contracts. All contracts, checks and orders for the payment, receipt or deposit of money, and access to securities of the corporation shall be as provided by the Board of Directors.

Section 8.4. Budgets. The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.

Section 8.5. Title to Property. Title to all property shall be held in the name of the corporation.

Section 8.6. Annual Financial Report. A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors.

Section 8.7. Loans. No loan shall be made by or to this corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution by the Board of Directors. Such authority may be general or confined to specific instances; provided, however, no loans shall be made by the corporation to its directors or officers.


ARTICLE IX

INDEMNIFICATION

To the full extent permitted by the Oregon Nonprofit Corporation Act, each director and officer of the corporation now and hereafter in office and his heirs, executors, and administrators, shall be indemnified by the corporation against all liabilities, costs, expenses and amounts, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding, or claim to which he may be made a party, or in which he may be or become involved by reason of his acts of omission or commission, or alleged acts or omissions as such director or officer, or subject to the provisions hereof, any settlement thereof, whether or not he continues to be such director or officer at the time of incurring such liabilities, costs, expenses, or amounts; provided that such indemnification shall not apply to liabilities incurred with respect to any matter to which such director or officer shall be finally adjudged in such action, suit, or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such director or officer; and provided further that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding, or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding, or claim, when, in the judgment of the Board of Directors of the corporation, such settlement and reimbursement appear to be for the best interests of the corporation. Indemnification pursuant to this Article shall be reduced by the amount of any other indemnification or reimbursement of such officer or director of the liability and expense to which indemnification is claimed. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director or officer may be entitled under any statute, agreement, or otherwise. Expenses incurred with respect to any claim, action, suit, or other proceeding of the character described in this Article may be advanced by the corporation prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification under this Article.

ARTICLE X

AMENDMENT OF BYLAWS

The Board of Directors may from time to time adopt, amend or repeal all or any of the Bylaws of this corporation upon at least one week’s advance written notice of the same and by a 6/10ths super-majority vote, provided, however, that the Statement of Objectives as Precursors to Opening the School (Exhibit A), the Nominations Protocol (Exhibit C), and the Protocol for Directors Involvement with the School (Exhibit D) may be modified by a simple majority vote.


ARTICLE XI

DISSOLUTION, MERGER, CONSOLIDATION OR TRANSFER

Section 11.1. Approval by Directors. The following action by the Board of Directors shall require the vote of three-fourths (3/4) of the Directors who are appointed and holding office at a meeting of the Board of Directors provided that notice of the meeting along with notice of the proposed action given in at least 7 days before the meeting date:

(1) The sale, lease, transfer or disposition of all of substantially all of its property and assets;(2) The merger or consolidation with any other corporation; and (3) The voluntary dissolution of the corporation.

Section 11.2. Dissolution. Upon dissolution of the corporation, its property and assets shall be distributed in accordance with the laws of the State of Oregon, provided however, that all excess funds then on hand in the dissolution after satisfying obligations required to be paid under Oregon shall be paid as follows: first, only for the first four years of the existence of the corporation, all excess funds shall be distributed to traceable donors, in proportion to their traceable donations to the corporation (and subject to the donors willingness to accept back the return of such donations), and, second, for all excess funds not otherwise returned to traceable donors, such shall be distributed to any alternate non-profit beneficiary in the local area that best carries on the same or a substantial similar mission of Catholic classical education.

Secretary Date


Exhibit A

STATEMENT OF OBJECTIVES AS PRECURSORS TO OPENING THE SCHOOL

It being critical to the welfare of the students, families, faculty, benefactors, and community served by the Chesterton Academy, the Board of Directors hereby sets forth these precursor requirements which must be substantially met in order to open the school for enrollment and to hire faculty members:

1. Recognition as a Catholic Educational Institution. Application and good faith efforts must be made to obtain canonical recognition as a diocesan or independent Catholic school.

2. Establish Suitable Governance Structures. Suitable articles and bylaws and organizing documents must be filed, prepared, and in use.

3. Establish a Fully Identified Initial Curriculum, Mission, Lesson Plans, and Textbooks. These are supplied by the Chesterton Academy National Model.

4. Raise Sufficient Funds to Be Able to Fully Cover the Operating Costs of the First Year. The sufficient funds must not include anticipated or actual tuition paid.

5. Establish and Approve a 5 Year Operating Budget. Said 5-year operating budget shall include:

a. Enrollment Projections and Payment Demographics;b. Need Fundraising to Cover Funding Gaps in Years 2, 3, 4, and 5;c. Tuition Fee Structures;d. Tuition Assistance Policies;e. Pay & Benefit Structure for Faculty at Archdiocesan Standards; andf. Complete Income and Expense Projections by Line Item.

6. Identify a Location .

7. Solicit and Establish an Ongoing Relationship with a Community of Supporters who have Pledged to Support the School with More Than a 1-Time Gift. Plan follow-up, complete database records, and how to further the relationship (gift – Apostle of Common Sense, etc.).

8. Establish that the School will be Accredited.

9. Hire a Development Director to Assist in the Fundraising Initially and to Develop A Long Term Fundraising Plan for Operating and Capital Needs.

10. Establish Articles and Bylaws for the Chesterton Academy Foundation.

11. Form an Enrollment Plan and Marketing Strategy.


Exhibit B

OATH OF FIDELITY(PROFESSION OF FAITH AND OATH OF FIDELITY)

I. PROFESSION OF FAITH

I, , with firm faith believe and profess everything that is contained in the Symbol of faith: namely:

I believe in one God, the Father, the Almighty, maker of heaven and earth, of all that is seen and unseen. I believe in one Lord, Jesus Christ, the only Son of God, eternally begotten of the Father, God from God, Light from Light, true God from true God, begotten not made, one in Being with the Father. Through him all things were made. For us men and for our salvation, he came down from heaven: by the power of the Holy Spirit he became incarnate of the Virgin Mary, and became man. For our sake he was crucified under Pontius Pilate; he suffered death and was buried. On the third day he rose again in accordance with the Scriptures; he ascended into heaven and is seated at the right hand of the Father. He will come again in glory to judge the living and the dead, and his kingdom will have no end. I believe in the Holy Spirit, the Lord, the giver of life, who proceeds from the Father and the Son. With the Father and the Son he is worshiped and glorified. He has spoken through the Prophets. I believe in one holy catholic and apostolic Church. I acknowledge one baptism for the forgiveness of sins. I look for the resurrection of the dead, and the life of the world to come. Amen.

With firm faith, I also believe everything contained in the Word of God, whether written or handed down in Tradition, which the Church, either by a solemn judgement or by the ordinary and universal Magisterium, sets forth to be believed as divinely revealed.

I also firmly accept and hold each and everything definitively proposed by the Church regarding teaching on faith and morals.

Moreover, I adhere with religious submission of will and intellect to the teachings which either the Roman pontiff or the College of Bishops enunciate when they exercise their authentic Magisterium, even if they do not intend to proclaim these teachings by a definitive act.

II. OATH OF FIDELITY ON ASSUMING AN OFFICE TO BE EXERCISED IN THE NAME OF THE CHURCH

I, , in assuming an office with the G.K. Chesterton Academy of the Willamette Valley promise that in my words and in my actions I shall always preserve communion with the Catholic Church.

With great care and fidelity I shall carry out the duties incumbent on me toward the Church, both universal and particular, in which, according to the provisions of the law, I have been called to exercise my service.

In fulfilling the charge entrusted to me in the name of the Church, I shall hold fast to the deposit of faith in its entirety; I shall faithfully hand it on and explain it, and I shall avoid any teachings contrary to it.


I shall follow and foster the common discipline of the entire Church and I shall maintain the observance of all ecclesiastical laws, especially those contained in the Code of Canon Law.

With Christian obedience I shall follow what the Bishops, as authentic doctors and teachers of the faith, declare, or what they, as those who govern the Church, establish.

I shall also faithfully assist the diocesan Bishops, so that the apostolic activity, exercised in the name and by mandate of the Church, may be carried out in communion with the Church.


Exhibit C

NOMINATIONS PROTOCOL (PROCEDURE FOR NOMINATING NEW BOARD MEMBERS)

1. Blind Nomination Process: The nominations process, until a position is formally offered to an individual, shall be blind as concerns any possible candidate. In other words, no person shall be contacted by any member of the Board prior to the formal nomination of the person considered by the Board. The reasons for keeping the process blind is: (a) to facilitate the free process of the Board to identify the best candidates; (b) to avoid the awkward situation of having a person contacted but not then offered a board position; and (c) to maintain a fair process that is transparent within the Board itself.

2. Proposed Candidates: When there is an opening on the Board, candidates for membership on the Board shall be proposed either by the Nominations Committee or any member of the Board. Such proposed candidates can be identified either in a meeting or by other communications to the Nominations Committee at any time, preferably to the committee chair for ease of tracking. The Nominations Committee shall disclose at various times as such matters are considered to the full Board the names of those proposed candidates.

3. Nominations Committee Recommendations: The Nominations Committee shall meet to discuss proposed candidates for membership on Board. The Nominations Committee shall ascertain which of the proposed candidate(s) best meet the existing needs of the Board as identified in the New Board Member Selection Criteria and make a recommendation back to the Board, which recommendation is not binding on the Board.

4. New Board Member Selection Criteria: The following criteria shall be the governing guidelines for proposing candidates for the Board and for the Nominations Committee to make recommendations:

1. A Practicing Catholic in Good Standing willing to Pledge the Oath of Fidelity2. A Business Owner, Professional, or Person of High Caliber3. Ability to Provide Independent Input 4. Relevant Parish and/or Geographic Representation5. Has Expertise that Will Add Something Unique to the Board’s Abilities and Perspectives6. A Good Reputation in the Community

5. Board Vote to Extend Invitation of Membership: Upon receipt of the Nominations Committee’s recommendation of potential candidate(s) for membership on the Board, the Board shall meet to discuss and vote to pursue extending an offer of membership on the Board to the identified person(s) who is then considered a “nominee”. The Board can identify one person at a time, or a series of individuals in sequential succession in order of preference as nominees. If the Board identifies a series of individuals, then those individuals may be approached by the Committee one by one until the remaining open board positions have been filled. The Board’s offer to extend a membership offer is conditional in that the Committee can, after such a vote, explore the matter with the nominee to make sure the nominee is still suitable for membership.

6. Nominations Committee Meeting with Those Persons Offered Membership: Upon the vote of the Board to extend an offer of membership, at least two members of the Nominations Committee shall meet with the person to whom the Board has expressed an interest in making an offer of membership (the “nominee”). The meeting shall explore whether the nominee is in fact suitable, interested, willing and able to accept an


offer of membership on the Board. The Nominations Committee may in this initial meeting determine that it is appropriate to extend the Board’s offer of membership at such time or may determine that further consideration of the Board or further discussions with the nominee are warranted. If two members of the Nominations Committee are not available, then one member of the Committee and another member of the Board can meet with nominee(s). During this time, board members should not contact the nominee directly.

7. Formal Investiture as Member of Foundation Board: Upon the Nominations Committee extension of the Board’s offer of membership on the board and the nominee’s acceptance of said offer, at the next meeting of the Board, the nominee shall be invited to attend and formally inducted as a new member of the Board.

Flowchart Summary of Nominations Protocol



Exhibit D

PROTOCOL FOR DIRECTORS INVOLVEMENT AT THE SCHOOL

1. The Chesterton Academy Mission Statement: “The G.K. Chesterton Academy is established to carry out the teaching ministry for a high school grades nine through twelve offering a liberal arts curriculum emphasizing humanities, art and music. The G.K. Chesterton Academy shall associate itself with the Chesterton Society and seek canonical recognition as a Catholic school with the Archdiocese of Portland in Oregon. The corporation and the school shall be operated and conducted in conformance with the Magisterial laws, theology, philosophy, teachings and doctrines of the Roman Catholic Church. The G.K. Chesterton Academy of the Willamette Valley exists for the Glory of God – Father, Son and Holy Spirit. Our vision is to bring all young men and women to love the Risen Christ with their whole heart, mind and soul through a Catholic Classical Liberal Arts education.”

2. Relation of the CA Mission to Involvement of Directors with the School : A director’s most critical role is to make sure the Chesterton Academy fulfills its mission and to make sure that the School itself as an institution is faithful, stable, fully functional, autonomous, connected to the larger community, and not in jeopardy of closure.

3. The Board’s Separation from School Operations : The Board of Directors, including its individual directors but not including its ex-officio directors, shall not, without the prior consent of the Board of Directors after full disclosure and review, do the following:

a. Operate, direct, or administer any curriculum at any supported school;b. Employ any staff, teacher, or principal at any supported school; and/orc. Promote any curriculum program in any promotional material (website, flyers, newsletters, etc.)

in a manner that implies or states that the program is being operated by the Board of Directors itself or one of its directors or officers.

4. The Board of Directors as Facilitator: The Board of Directors should facilitate discussions with the School, and not direct the School, except through the process of employing the Headmaster who shall direct School affairs as the sole emissary of the Board of Directors. For instance, if the Board of Directors is interested in encouraging particular coursework, texts, methods, or content at the School, the Board of Directors shall address that to the Headmaster and not to an individual teacher or set of teachers. If a group discussion is approved by the Board of Directors to take place that involves teachers and directors, then such a discussion shall be led by the Headmaster in fact and in spirit. The School’s staff should be responsible for leading the discussions, establishing the agenda, for idea development, for collaborative strategies, for proposing ideas, and for administrating and implementing any approved plans. The Board of Directors should keep a healthy independence and disentanglement from the School in order to maintain the appearance and reality of a fully functional, staffed School. The desired separation required by this policy does not preclude the Board of Directors from establishing relevant implementation conditions, completion deadlines or project stages, best practices, standards, required utilization of consultants or experts, documentation requirements, etc., and further, the Board of Directors may observe, monitor, and/or inspect the projects, operations, and finances supported at the School. It is also understood that Directors may volunteer in many other ways that do not infringe on the free and full operation of the School by those employed to operate the School.


Documents

napcis.org · Web viewCORPORATE SEAL & OFFICES Section 3.1. This corporation shall not have a seal. Section 3.2. Registered Offices. The principal office of the corporation is 4800