BY-LAWS OF THE
AUSTIN CHRISTIAN EDUCATIONAL FOUNDATION
Adopted by Vote of the Members
at the Annual Meeting September 18, 1996
As Amended at the Annual Meeting September 17, 2008 As Amended at the Annual Meeting September 28, 2022
ARTICLE I - THE FOUNDATION
Section 1. - Purpose. As provided in its Articles of Incorporation, the Austin Christian Educational Foundation is a not-for-profit membership corporation organized under the laws of the State of Texas. The purpose of the Foundation is to operate St. Francis School in Austin, Texas.
Section 2. - Mission Statement. St. Francis School shall be an interfaith school committed to low student-teacher ratios and attention to the individual needs of every student; to excellence in achievement without exclusivity in admissions; to a student body that is integrated racially, ethnically, economically, religiously, and in terms of sexual orientation and gender identity; and to an atmosphere that is both supportive of the best of religious and humanistic values and welcoming to children of all faiths.
Section 3. - Dedication of Funds. The Foundation shall operate on a not-for-profit basis, and no dividends or distributions shall ever be paid to the Members, Directors, or officers of the Foundation. All income from whatever source derived shall be committed to the benefit of the School operated by the Foundation.
Section 4. - Corporate Seal. The corporate seal of the Foundation shall consist of a circle within which shall be inscribed "Austin Christian Educational Foundation."
ARTICLE II - THE MEMBERS
Section 1. - Membership. The unit of membership in the Foundation is the family. A family consists of a child enrolled in the School, or two or more siblings enrolled in the School, and all parents, stepparents, guardians, or foster parents of any of the enrolled children. Each family that enrolls one or more children as students in the School shall be a Member of the Foundation.
Section 2. - Voting. Each family with one or more children enrolled as students in the School shall have one vote, regardless of the number of students enrolled. A family's vote may be cast by any parent, stepparent, guardian, or foster parent in attendance at the Annual Meeting or a special meeting. In the event of any dispute about who shall cast a family’s vote, each parent, stepparent, guardian, or foster parent in attendance at the Annual Meeting or a special meeting shall be entitled to cast an equal fractional part of the family's vote. The Chief Administrative Officer shall maintain a list of the names and addresses of the families entitled to vote.
Section 3. - Meetings.
- - Annual There shall be an Annual Meeting of the Members in September or October of each year. The date, time, and place for this meeting shall be set by the Board of Directors, and notice of such meeting shall be given to each Member not less than ten days prior to the meeting. At this meeting, the President or the Chief Administrative Officer shall report on the state of the School. The purpose of the meeting is to provide an opportunity for general exchange of ideas and information as well as for the transaction of any formal business.
- - Special The President may call a special meeting of the Members, and shall call such a meeting if so directed by the Board of Directors, or on the written demand of any three Directors or of one-tenth of the Members. Notice of the date, time, place, and purpose of any special meeting shall be sent to each Member not less than ten days prior to the meeting.
Section 4. - Authority.
- - Without Concurrence of Board of Directors:
- By vote of a majority of those voting at the Annual Meeting or a special meeting, the Members may amend these By-Laws as provided in Article VII, except that they may not amend the Mission Statement in Article I, Section 2 without the concurrence of the Board of Directors. The Members may advise the Board of Directors or the Chief Administrative Officer on any matter brought before the Members by the Board or its officers, by a Member, or by the Chief Administrative
- By vote of two-thirds of those voting at the Annual Meeting or a special meeting called for that purpose, the Members may remove Directors as provided in Article III.
- On Recommendation of Board of Directors: The Members may take the following actions only on the recommendation of the Board of Directors and only by the vote of two- thirds of those voting at the Annual Meeting or a special meeting:
- Amend the Articles of Incorporation as provided in Article VII;
- Amend the Mission Statement in Article I, Section 2;
- Merge or consolidate the Foundation with another not-for-profit charitable, educational, or religious corporation that is tax exempt under § 501(c)(3) of the Internal Revenue Code;
- Change the interfaith character of the School or affiliate the School with a church or religious denomination;
- Sell, lease, or exchange all or substantially all of the Foundation's property;
- Dissolve the Foundation, adopt a plan for distributing the assets of the Foundation after dissolution, or revoke a decision to dissolve the
Section 5. - Quorum. A quorum of the Members shall consist of one-tenth of the Members.But any action taken at a meeting attended by fewer than a majority of the Members may be reconsidered at the next meeting, whether the Annual Meeting or a special meeting, without a motion by a Member who voted in the majority, on written request of one-fifth of the total number of Members; provided, that the one-fifth requesting reconsideration must be made up entirely of Members who did not attend the meeting that took the action to be reconsidered.
ARTICLE III - THE BOARD OF DIRECTORS
Section 1. - Authority. The affairs of the Foundation shall be managed by the Board of Directors elected under the provisions of this Article, and the Board's authority shall be final except for those matters reserved to the Members under Article II, Section 4.
Section 2. - Composition of the Board.
- - Voting
- In 2023 and in every third year thereafter, the incumbent voting Directors shall elect five voting Directors. In all other years, the incumbent voting Directors shall elect four voting Each voting Director shall be elected to a three-year term, so that there are thirteen voting Directors in all.
- These elections shall take place at a regular meeting of the Board in September or October of each year.
- Voting Directors shall take office immediately upon their election, and, except as otherwise provided in Sections 3 or 4 of this Article, their terms shall expire in three years and when their successors are
- - Ex Officio
- The Chief Administrative Officer employed by the Board shall be a Director ex officio, without But at the request of any three Directors, he or she shall leave the room for the duration of any discussion or vote concerning his or her own personnel matters.
- The most recent past President, if not otherwise a voting Director in the year after ending a term as President, shall be a Director ex officio, without
- - Advisory Directors. The voting Directors may elect any number of advisory Directors who shall have full rights of participation in all meetings but shall not have the right to vote.
- - Replacement If a Director dies, resigns, or is removed by the Board or the Members as provided in Section 3 or 4 of this Article, the remaining voting Directors may elect a replacement Director to serve for the remaining term of the vacated position.
Section 3. - Removal by the Board. The Board may remove any Director who fails to attend four consecutive regular monthly meetings of the Board. Removal for failure to attend meetings shall not disqualify any person from future election as a Director.
Section 4. - Removal by the Members.
- - The Members may remove any elected Director by a vote of two-thirds of those voting at the Annual Meeting or a special meeting called for that purpose. A Director who is removed by the Members is thereby also removed from any office held by that Director.
- - No motion to remove a Director may be entertained unless the Members were conspicuously notified that removal of Directors would be proposed at the meeting. This notice may be included in the official notice of the meeting, or in a separate notice sent to each Member at least ten days before the meeting. A notice is sufficiently conspicuous if it states in boldface letters at the top of the first page, in 24-point font or larger: “Important: This letter announces an important meeting of the parents of St. Francis School. A purpose of this meeting is to decide whether one or more Directors should be removed from the School’s Board.” The notice shall identify the Director or Directors proposed to be removed. This notice shall be prominently posted in the School and sent to each Member by first class mail, e-mail, or other reliable form of electronic communication.
- - A Director removed by the Members cannot thereafter serve as a Director unless thereafter nominated to be a Director by the Nominating Committee.
Section 5. - Board Meetings.
- - Regular Meetings. Regular meetings of the Board of Directors shall be held at least ten times per year, pursuant to a fixed schedule or at such time and place as the Board
may have determined at the previous regular meeting. No further notice to the Directors of regular meetings shall be required.
- - Special Meetings. The President may call a special meeting of the Board of Directors, and shall call such a meeting if so directed by the Board, or on the written demand of any three Directors or of one-tenth of the Notice of the date, time, place, and purpose of any special meeting shall be sent to each Director not less than ten days prior to the meeting, unless in the judgment of the President, emergency conditions require shorter notice.
- - Open All regular and special meetings of the Board shall be open to any Member, except that the Board may close a portion of any meeting for discussion of matters concerning particular employees or students, real estate negotiations, litigation, legal advice, or similar confidential matters. The Board may limit the speaking rights of persons who are not Directors. The Chief Administrative Officer shall announce the times and places of all regular and special Board meetings to the Members, by publication in the School calendar, posting in the School, or otherwise, but neglect or irregularity in such notice shall not invalidate any meeting of the Board or any business transacted at any meeting.
- – Alternative Methods of Participating in
- Directors may participate in meetings and vote on business before the Board by electronic means, including an internet connection or a telephone connection to a speaker phone, provided that each Director participating electronically must be able to communicate concurrently with every other Director participating either in person or electronically.
- Any voting Director may vote by written proxy, signed not more than three months prior to the meeting.
- - Action Without - The Board may act without a meeting if all Directors are notified of the action proposed and if a majority of all the voting Directors then in office consent in writing to the action to be taken. Consent may be given by e-mail from an e- mail address known to the Secretary to be that of the Director consenting. All Directors shall promptly be notified of any Board action taken without a meeting, and the written consents shall be preserved with the minutes of Board meetings.
Section 6. - Quorum.
- - Ordinary A quorum of the Board of Directors shall consist of a majority of Directors then in office, or of five voting Directors, whichever is fewer. Except as otherwise provided in these By-Laws, any action may be taken by a majority of those voting with a quorum in attendance.
- - Election of Directors. All elections of Directors must be approved by the affirmative votes of a majority of all the voting Directors then in
- - Extraordinary Any removal of Directors or officers, and any reprimand, discipline, or discharge of the Chief Administrative Officer, must be approved by the affirmative votes of a majority of all the voting Directors then in office.
Section 7. - Committees to Advise or Act for Board. The Board may create one or more standing or ad hoc Committees to advise the Board, and it may delegate authority to such a Committee to act on behalf of the Board between regular meetings. A Committee may meet by any means authorized for a Board meeting and may act without a meeting by any means authorized for Board action without a meeting.
- - Committees Empowered to Act for Any Committee that may be authorized to act for the Board shall have at least two members, a majority of whom shall be voting Directors. If such a Committee has only two members, both shall be voting Directors. The chair and members of any Committee that may be authorized to act for the Board shall be appointed by the President and confirmed by a majority of all the voting Directors then in office.
- – Committees Not Empowered to Act for The chair and members of any Committee that will not be authorized to act for the Board shall be appointed by the President. Such Committees may consist of any number of Directors and Members.
Section 8. - Transition Rule. Directors serving at the time of the adoption of this amended Article III shall serve their originally scheduled terms and until their successors are elected.
Section 9. - Insurance. The Board shall obtain liability, casualty, and workers’ compensation insurance to protect the Foundation. It may obtain, at the Foundation’s expense, liability insurance to protect the individuals who serve as Directors, officers, or employees.
ARTICLE IV - THE OFFICERS OF THE BOARD
Section 1. - Election. At the Board meeting at which new Directors are elected or at the first regular meeting of the Board thereafter, the voting Directors, including the newly elected voting Directors, shall elect a President, Vice-President, Secretary, and Treasurer from the Board’s membership. All four officers shall serve for one year, and shall be eligible for re-election to one or more additional one-year terms. Except as otherwise provided in Article III, Sections 3 or 4, their terms shall expire after one year and when their successors are elected.
Section 2. - President. The President shall preside at all meetings of Members or Directors, shall call special meetings of Members or Directors as provided in Articles II and III, and shall appoint Committee members as provided in Articles III and V. The President shall keep well informed about the condition of the Foundation and the School, shall bring before the Board all matters requiring its
consideration, shall take care that the policies and decisions of the Board, and the Mission Statement in Article I, Section 2, are faithfully executed, and shall perform all other duties delegated by the Board.
Section 3. - Vice-President. The Vice-President shall, in case of the absence or disability of the President, perform the duties of the President until such time as the President resumes the duties of that office or a new President is elected.
Section 4. - Secretary.
- – Maintenance of The Secretary shall record minutes of all meetings of Members and Directors and shall maintain a permanent file of minutes and other documents and records of the Foundation's business, except that the Secretary shall not be responsible for the financial records to be maintained by the Treasurer. The Secretary shall have custody of the corporate seal of the Foundation and shall affix it as directed by the Board. At any meeting at which the Secretary is absent, the Board shall designate a Director to record minutes.
- – Public The Secretary shall file all documents required to be filed with the Secretary of State, the County Clerk, or other government officials, except that the Secretary shall not be responsible for tax returns. These documents include the periodic report to the Secretary of State, due every four years from 2022 or whenever requested; the Certificate Of Assumed Name, due every ten years from 2016; and the designation of registered agent, due whenever the Foundation’s registered agent changes.
Section 5. - Treasurer.
- Maintenance of Financial Records. The Treasurer shall keep regular books and maintain the financial records of the Foundation, shall prepare the Foundation’s tax returns and supervise payment of all payroll taxes and withholding taxes, and shall supervise a system of financial controls. The Treasurer shall prepare monthly financial statements for each regular meeting of the Board, and annual financial statements after each fiscal year. The Treasurer shall normally delegate these duties to one or more certified public accountants approved by the Board, and the Treasurer shall monitor the accountants’ performance and regularly review the statements they The Treasurer shall arrange for an independent audit of the annual financial statements.
- – Financial Neither the Treasurer nor any accountant who participates in maintaining financial records shall be authorized to sign checks or withdraw funds from any account with a financial institution, brokerage house, mutual fund, or other depository. But the Treasurer or the accountant may authorize the transfer of funds from one St. Francis account to another.
- – Investment The Treasurer shall, with the assistance of a financial adviser approved by the Board, manage the Foundation’s endowment and invested reserves and may authorize the transfer of funds from one account or investment to another.
Section 6. - Financial Transactions. The Board shall designate, consistent with the system of financial controls, the persons authorized to sign checks and withdraw funds. All such persons shall be placed under a fidelity bond in an amount to be determined by the Board and at the expense of the Foundation. Unless the Board directs otherwise, the President and the Chief Administrative Officer shall be authorized to sign checks and withdraw funds.
Section 7. - Removal. The Board by the affirmative vote of a majority of all the voting Directors then in office may remove any of its officers at any regular or special meeting. No motion to remove an officer may be entertained unless one or more of the Directors proposing the removal gave each Director at least ten days written notice of the time and place of the meeting, the intention to propose the removal of an officer at that meeting, and the identity of the officer or officers proposed to be removed.
ARTICLE V - THE NOMINATING COMMITTEE
Section 1. - Appointment. The Nominating Committee shall consist of the President, the Vice- President, the most recent past President, two additional Directors, the Chief Administrative Officer, and two Members who are not officers or Directors. The two Members, and the two Directors who are not designated by position, shall be nominated by the President and confirmed by the Board. The President shall appoint one of the Directors on the Committee to chair the Committee. Appointments to the Nominating Committee shall be made and confirmed after the election of new Directors in the fall, and no later than the February meeting of the Board. Except as otherwise provided in Article III, Sections 3 or 4, members of the Committee shall serve for one year and until their successors are appointed.
Section 2. - Duties. The Nominating Committee shall nominate candidates for all open positions on the Board, for all standing Committees, and for President, Vice-President, Secretary, and Treasurer. No nomination shall be binding on the body or officer authorized to fill a position, and any Director may submit one or more additional nominations for any position.
Section 3. - Procedure. Any Member, any Director, or any teacher may suggest nominees to the Committee. The Committee shall promulgate and post to the School’s website a Statement of Interest or similar form that any Member may use to state a willingness or desire to serve on the Board or on a Committee. One or more members of the Committee shall interview any potential nominee who is not already well known to the Committee.
Section 4. - Criteria.
- - Skills and The Committee shall nominate only persons who have or are likely to develop a special interest in the goals and objectives of St. Francis School and
who, by reason of demonstrated skills, demonstrated commitment, past service, or other indicators, are thought most likely to give the Board and its Committees the greatest possible effectiveness. All nominees should support the Mission Statement in Article I, Section 2.
- - Prior Service. The Committee shall not normally nominate a person to be an officer, or to chair a Committee that may be authorized to act on behalf of the Board, if that person will not have served at least one year as a Director, or as a member of the Committee that person would chair, before the beginning of the proposed term as officer or Committee chair. But the Nominating Committee may override this presumption when, in the Committee's judgment, an exception will serve the best interests of the
- - Previously Removed Directors. The Committee shall not normally nominate a person who has been removed from the Board by the Members. But it may do so if it concludes that the issues that led to that removal have been resolved and that the School would benefit from the person’s renewed service.
- - Vice-President as President-Elect.
- The Committee shall nominate a candidate for Vice-President with the expectation that that nominee will be nominated for President when the incumbent President declines renomination or is not
- The Committee shall normally nominate either the incumbent President or the incumbent Vice-President as the Committee's candidate for President. But the Committee may override this presumption when, in the Committee's judgment, an exception will serve the best interests of the
- - Members of the Committee. A member of the Nominating Committee may be nominated to serve on the Board, or as an officer, or on another Committee by vote of a majority of the other members of the Committee.
ARTICLE VI - THE CHIEF ADMINISTRATIVE OFFICER
Section 1. - Responsibilities. The Board shall appoint a professional educator who shall be the Chief Administrative Officer of the School. The Chief Administrative Officer shall:
- Be charged with the daily operation of the School and with primary responsibility for all educational matters;
- Be responsible for the appointment and retention of faculty and other staff and for the admission and retention of students;
- Be responsible for creating and enforcing appropriate rules and procedures to protect the safety of students and staff;
- Work closely with the other Directors and officers, and share with the President the responsibility to bring before the Board all matters requiring its consideration;
- Work within the operating budget set by the Board and take care that the policies and decisions of the Board are faithfully executed; and
- Take special care to carry out the Mission Statement in Article I, Section
Section 2. - Limitations on Authority. Primary responsibility for finances and budgeting shall at all times remain with the Board, and the Chief Administrative Officer shall serve at the pleasure of the Board.
Section 3. - Title. The Chief Administrative Officer shall be known as the Head of School, or by some other appropriate educational title agreeable to the incumbent and to the Board.
ARTICLE VII - AMENDMENTS
Section 1. - By-Laws. Except as provided in Article II, Section 4, these By-Laws may be amended by a vote of a majority of the Members voting at the Annual Meeting or a special meeting.
Section 2. - Articles of Incorporation. The Articles of Incorporation may be amended on recommendation of the Board by the vote of two-thirds of the Members voting at the Annual Meeting or a special meeting.
Section 3. - Notice. No proposed amendment to the By-Laws or Articles of Incorporation may be considered unless it was clearly announced in the notice of the meeting, or in a separate notice sent to each Member at least ten days prior to the meeting.
Section 4. - Limitation. The Members shall not have the power to pass any amendment to the By-Laws or Articles of Incorporation that would jeopardize the tax-exempt status of the Foundation or decrease its rights and powers under the laws of the State of Texas, and any amendment discovered to have either effect shall be inoperative.
Adopted by Vote of the Members at the Annual Meeting September 28, 2022
Attest: Sharon Doerre, Secretary