Bylaws of Agape At The Lighthouse Academy

Bylaws of Agape At The Lighthouse Academy  were adopted on December 12, 2023 

Article I – Name

 

This organization shall be known as the Agape At The Lighthouse Academy INC. The registered agent and registered office will be determined by a resolution of the Board of Trustees. This corporation is organized exclusively for educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to the qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law.

 

Article II – Statement of Purpose

The mission of Agape At The Lighthouse Academy is to train young minds in a loving and caring learning environment that fosters and teaches lifelong positive values by building strong characters that embody faith, morals, and self-worth.  We encourage positive social interactions and allow students to develop life skills that are necessary to excel in society. We believe that a child who has control of their thoughts, words, and actions will have a better chance of being successful in their endeavors.  We are committed to developing great men and women for tomorrow, one child at a time.

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Article III – Membership.

This Organization does not have members.

Article IV – The Board of Trustees.

Section 1. General Powers.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the organization shall be managed under the direction of the Board of Trustees.

Section 2. Number, Tenure, and Qualification.

The number of Trustees of the organization shall be at least seven (7). Each Trustee shall hold office until the next annual meeting of Trustees and until their successor shall have been selected and qualified or until their resignation, removal from office or death.

Section 3. Selection.

Section 4. Meetings.

Meetings of the Board of Trustees may be scheduled at such times and such places as the trustees deem appropriate and shall be conducted quarterly. The assembly shall consist of the majority of Trustees. The President may call a special meeting of the Trustees for any purpose upon notice of at least seven (7) days in advance of a meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as the Trustees are given reasonable notice of the time such adjournment shall resume. A decision signed by all the Trustees shall have the same effectiveness as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute an assembly at any meeting of the organization.

The President of the Board, the Vice-President or any two Trustees may call special meetings of the Board of Trustees. The person or persons who call a special meeting may fix the place for holding such special meetings.

Official minutes of all business meetings shall be recorded. Minutes from the previous business meeting shall be read and approved at each meeting.

Notice of any special meetings shall be given at least seven (7) days before the meeting by written notice delivered personally or by email, chat or fax to each trustee at his business address unless in case of emergency, the President of the Board of Trustees or the vice-President of the organization shall stipulate a shorter notice to be given personally or by communicating to each Trustee at his email address, residence or business address in like manner. Any Trustee may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.

The act of the majority of the Trustees present at a meeting at which the quorum is present shall be the act of the Board of Trustees. Such actions shall take the form of a decision and shall be included in the corporate records of the organization.

            (e) Presumptions of Assent.

A Trustee of the organization who is present of the Board of Trustees at which action on any corporate matter is taken shall be shall be accepted to have been consented to the action taken unless he or she votes against such actions or abstains from voting in respect thereto because of an asserted conflict of interest.

A member of the Board of Trustees may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can commune with each other at the same time. Participating by such means shall represent presence in person at a meeting.  

Any action required by law to be taken at any meeting of Trustees of the Organization may be taken without a meeting consistent with the consent procedure described herein.

Action required or allowed to be taken by the Board of Director’s meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and positively signed by the majority of the board members. Electronic signatures are acceptable. (2) Action taken under this section is effective when the action is affirmatively signed by a majority of the board members unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (4) Any consent decision that has not received affirmative votes from the majority of the board members shall be presented for a vote at the next board meeting. (5) Modifications to the bylaws or articles of incorporation cannot be made with consent decisions.

Section 5. Resignations

Any Trustee of the organization may resign at any time by giving written notice to the Board of Trustees, the President of the board, the vice president, or the Secretary of the organization. Any such resignation shall take effect at the time specified within, or if the time is not specified within, upon its recognition of the Board of Trustees.

Section 6. Vacancies

Any vacancy occurring in the Board of Trustees, including any vacancy formed by grounds of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees. A Trustee selected to fill a vacancy shall hold office until the next annual meeting of Trustees and until its successor shall be selected and capable or until his or her earlier resignation, removal from office, or death. 

Section 7. Replacement of Board Members.

Should a Trustee resign, become incapacitated or otherwise incapable of serving, the remaining Trustees may select a temporary representative.

Section 8. Removal

Any Trustee may be removed by a majority vote of the full organization of the Board.

Section 9. Delegation and Expenses.

Section 10. Means of Voting.

Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, or other similar verifiable means. Proxy voting shall not be allowed.

Section 11. Reserved Powers.

The Board of Trustees shall be empowered to make any and all regulations, rules, policies, and other decisions as may be essential for the continuous function of the Organization not opposing with these Bylaws.

Article V- Officers and Duties

Section 1. – Number.

 

The Board of Trustees shall select from among its members a President and a Vice President. The Board of Trustees shall also select an Executive Secretary and Treasury, who do not need to be Trustees.

The President, when present, shall preside at all meetings of the Board of Trustees. The President shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as required to keep Trustees informed of corporation activities. The President may sign, with the Secretary or any other appropriate officers of the organization, therefore permitted by the Board of Trustees, any deeds, mortgages, bonds, agreements, or other resources which the Board of Trustees has authorized to be implemented, except in cases where the signing and implementation thereof shall be specifically delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the organization, or shall required by law to be otherwise signed or implemented.   The President shall in general, perform all duties as from time to time may be assigned to them by the Board of Trustees.

The Vice president shall perform the duties and have the authority of the President when the President is absent or unable to perform their duties. The Board of Trustees or the President may delegate other duties of the Vice President.

The Executive Secretary shall keep accurate records of all organizations meetings; guarantee that all notices are suitably given in accordance with the provisions of the Bylaws or as required by law; maintain corporate records and execute all duties of the office of the Executive Secretary and such other all duties that may be assigned by the President or the Board of Trustees.

The Treasurer shall have control and authority of and be responsible for all funds and securities of the organization; obtain and give receipts for monies due and payable to the organization from any source at all, and deposit all such monies in the name of the organization in such banks, or other depositories as shall be selected in accordance with the provisions of these bylaws; review the financial operations of the organization and inform the Executive Secretary on financial matters, including audits; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as deliberated by the President or the Board of Trustees.

Section 2. Term.

These officers shall be selected for one-year terms of office by majority vote of the Board and may be re-elected at the conclusion of their term.

Section 3. Removal.

The Board of Trustees may remove any officers or agents selected or appointed by the Board of Trustees at any time; in its finding, the best interest of the organization would be served thus. 

Section 4. Resignations.

Any executive of the organization may resign at any time by giving written notice to the Board of Trustees, to the President, the Vice-President, or to the Secretary of the organization. Any such resignation shall take effect at the time specified within, or, if the time is not specified within, upon the recognition of the Board of Trustees.   

Article VI – Assets

Section 1. – Dedication of Assets

The property of this organization is irrevocably dedicated to charitable purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.

 Section 2. Distribution of Assets.

Upon the winding-up and dissolution of this organization, its assets remaining after payment or condition for payment of all debts and liabilities of the organization shall be dispersed to a nonprofit fund or establishment which is organized and operated completely for charitable purposes and which has established its tax-exempt under section 501(c) 3 of the Internal Revenue Code, or corresponding requirements of succeeding federal tax laws.

Article VII- Contracts, Loans, Checks and Deposits

Section 1. Contracts

The Board of Trustees may allow any officer or officers, agent or agents to enter into contract or execute and deliver any agreements in the name of and on behalf of the organization unless otherwise restricted by law. Such power may be general or restricted to specific incidents.  

Section 2.   Loans

No loans shall be contracted on behalf of the organization, and no evidence of indebtedness shall be issued in its name unless authorized by a decision of the Board of Trustees. Such power may be general or restricted to specific incidents.  

Section 3. Checks, Drafts, Etc.

Such officer shall sign all checks, drafts, or other orders for payment of money, notes or other evidence of obligations issued in the name of the organization, or officers, agents, or agents of the organization and in such manner as shall be determined by decision by the Board of Trustees.

Section 4. Deposits

All funds of the organization not otherwise employed shall be immediately deposited to the credit of the organization in such banks or other depositories as the Board of Trustee may decide on.

Article VIII – Indemnification.

The organization shall indemnify any Trustee, officer or any other former Trustee or officer fully permitted by the law.

Article IX. Waiver of Notice.

Unless otherwise permitted by law, at any time, any notice is required to be given to any Trustee of the organization, under the provisions of the bylaws or under the provisions of the article of incorporation, a waiver for that reason in writing signed by the person or persons entitled to such notice or by electronic means satisfactory to substantiate the sender, date and time, whether before or after the time declared within, shall be deemed the same to the giving of such notice. 

Article X. Miscellaneous.

Section 1. Amendment

These bylaws may be changed, amended, or repealed, and a majority of the full Board of Trustees at any regular meeting may adopt new Bylaws if at least seven (7) days notice is given of intent to change, amend or repeal or to adopt new Bylaws at such meeting.

Section 3.  Fiscal Year Audit and Review    

The organization’s fiscal year shall be January 1 – December 31 of each year. A Certified public accountant shall audit the accounts of the organization annually. A Certified public accountant shall review the accounts of the organization quarterly.

Section 4. Delivery of Notice

Whenever there may be any notices required by the Bylaws, it shall be deemed sufficient if mailed via first class to the last known address of the intended recipient or to the last known email address of the member. The intended recipient may waive such notice in writing.

Article XI. 

NOTICE OF NONDISCRIMINATORY POLICY AS TO STUDENTS.

The Agape At The Lighthouse Academy, Inc. is committed to building a diverse program where we admit students of any race, color, national, and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the center. It does not discriminate on the basis of race, color, national and ethnic origin in the administration of its educational policies, recreational sports, and other school-administered programs.

Signatures

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Signature- Nathleen Hylton

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Signature- (Name )