HOMESCHOOL AMERICA INC.
ARTICLE I. IDENTIFICATION
Section 1.01. NAME
This non-profit, non-stock Membership Corporation is known as HOMESCHOOL AMERICA Inc. (the “corporation”).
Section 1.02. LOGOGRAM
The logogram of this corporation is a styled version of Homeschool America with drawings of children depicting childhood education at home as a pop-up book encircling the home school values of learning. This logogram with the words “Homeschool America” “making a difference” may exist in any color combination or artistic treatment, including relief, and as such also represents this non-profit corporation.
Section 1.03. LOCATION
The principal office of the corporation for the transaction of its business is at 313 N High Street, Fort Atkinson, Wisconsin. In the future, the principal office of the said organization shall be located at the Homeschool America Resource Center when designated by the Board of Directors and communicated to the members at a conference, membership meeting, or through a newsletter.
Section 1.04. OTHER OFFICES
The corporation may also have offices and facilities at such places, without the state of Wisconsin, where it is qualified to do business, as its business may require and as the Board of Directors may designate.
Section 1.05. RELIGIOUS ORIENTATION
ALL officers, employees, programs, election of officers, meetings and facility use of Homeschool America Inc. shall be governed by Christian principals as set forth in the Bible and as defined by the ten (10) Commandments.
ARTICLE II. PURPOSE
Section 2.01. PURPOSE
Homeschool America Inc. is a statewide and state-to-state member supported organization dedicated to serving the unique challenges of home school families within and without Wisconsin for the express purpose of providing service programs to support parents, families, and community including, but not limited to, the following ways:
- To promote physical health, fitness, wellness, educational enrichment programs and healthy lifestyle choices for the purpose of strengthening families.
- To assist parents, churches, and community organizations in the facility use of and in developing and coordinating youth, family and senior citizen activities that cultivate positive attitudes and leadership capabilities for all children, families and members of the community.
- To promote sound, high-quality home-based education programs by parents or legal guardians for the purpose of developing character, intellect, physical and emotional growth needs of their children.
- To conduct fund-raising drives, apply for grants and receive donations for promotion and implementation of youth and family activities, home-based education student programs, projects, scholarships.
- To provide postsecondary scholarships for home-educated children with a 12 th grade equivalency level as defined by ACT/SAT test scores, or Vocational/Technical Certificate program requirements, or Junior college requirements or four (4) year college/university entry acceptance requirements regardless of age.
- To provide yearly “special needs” grant awards for home school children with mild to severe learning disabilities. Grant award monies shall be dispersed to the service provider for, but not limited to, a) tutoring, b) testing, c) student evaluations, d) educational equipment, e) specialized curriculum needs.
- To provide a “Samaritan’s Treasurer” scholarship assistance fund for individuals who want to participate in membership programs as a member but cannot afford the cost.
- To encourage educational growth and accountability for home schooling parents by offering seminars, workshops, lectures, guidance and networking.
- To develop and disseminate home school materials—a Kids-to-Kids Magazine, monthly newsletter and information considered vital to home educators thus serving as a resource to parents and children.
ARTICLE III. MEMBERSHIP
Section 3.01. MEMBERS
Membership shall be open to all persons who support the purposes of the organization regardless of religious or philosophical views, race, color or origin.
Section 3.02. DUES
Membership dues for HSAI shall be determined by the Board of Directors and shall be payable at the time of registration. A certificate of membership shall be given as acknowledgement of payment.
Section 3.03. MEMBERSHIP RIGHTS
Membership shall be attained by submitting a written application and payment of dues. No member shall hold more than one membership in this organization. Membership shall consist of two categories: Family and Institutional.
- Homeschool Family Membership shall hold one (1) vote per residence address, shall receive one (1) mailing per residence address, and shall have access to facility use, programs, services and publications, with the understanding that there may be additional charges for participating in some programs, services and receiving some publications.
- Institutional Membership shall be open to any family, group, organization, or corporation interested in receiving mailings and information pertaining Homeschool America Inc. and its goals. Each shall receive one (1) mailing. Each registered enrollee, group member, family member or organization member will have access to facility use, designated programs, services and publications, with the understanding that there may be additional charges for participating in some programs, services and receiving some publications. Intuitional members are not entitled to voting privileges.
Section 3.04. VOTING RIGHTS
Each voting member shall have the right to vote on matters presented by the Board of Directors at Annual Meetings or Special Meetings called. Any organization member can address the Board of Directors and present their opinion and/or make a motion. Any motion presented to the Board of Directors verbally, must also be submitted in writing, with copies to the meeting Chair and the Recording Secretary. The Board of Directors shall review decisions prior to determination.
Section 3.05. MEMBERSHIP DURATION
Membership in Homeschool America Inc. shall discontinue upon the occurrence of any of the following events: Resignation, Non-Payment of Dues, or Termination.
- Resignation. Upon notice of such termination delivered to a member of the Board personally or by mail to the Homeschool America mailing address, such membership to terminate upon the date of personal delivery of the notice or the postmark of the mailed resignation.
- Non-Payment of Dues. Any member whose dues have not been paid within 30 days after the date on which they became due shall automatically forfeit membership in this organization. Any member who forfeits membership may at any time apply for reinstatement of membership.
- Termination. Upon a determination by the Board of Directors that the voting member has engaged in conduct materially and seriously prejudicial to the interests or purposes of this organization. Termination requires a (2/3) vote by the Board of Directors. Written notice shall be sent by certified mail to the member in question by the recording Secretary within 48 hours of this vote. At the member’s request, a hearing shall be set and response required orally or written not less than 5 days after receipt of notification, so that said member can appeal to a Hearing Board. The Hearing Board shall be composed of one (1) Board Member, three (3) local contacts and (5) members at Large, who shall be chosen at random. The Hearing Board can decide whether the member should be expelled, suspended, or sanctioned in some way. Following the hearing, the Board of Directors shall ratify, modify, or reject the decision. This final decision of the Board of Directors shall require a majority vote.
Section 3.06. MEMBERSHIP RECORDS
Membership records shall be kept for the sole purpose of matters related to this organization. No records shall be sold, published or distributed, and the Board of Directors shall have access to these records at all times.
Section 3.07. INSPECTION RIGHTS
Each member shall have the right reasonably related to the person’s interest as a member and the business of the corporation and upon approval of the Board of Directors to inspect at any reasonable time the books, records, or minutes of proceedings of the members, of the Board or committees of the Board, upon written request of the corporation.
ARTICLE IV. MEETINGS
Section 4.01. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at any time and for any purpose. Either the President or the Board of Directors may call these meetings. The request for a special meeting must be made in writing that states the date, time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all directors. For Regular Board Meetings written notice shall be given 28 days or more in advance.
Section 4.02. ANNUAL MEETING
An annual meeting of the Organization shall be held at a place and time to be determined by the Board prior to the end of the fiscal year.
Section 4.03. NOTICE OF MEETINGS
The date, hour, location and major purpose of defined meetings of the organization shall be announced in writing (in a newsletter or other written notice) to Members.
Section 4.04. QUORUM
At all meetings of the Board, the presence of (2/3) of the entire board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by Articles of Incorporation, or by these bylaws. The majority of the directors present at the time and place of any regular or special meeting, although less than quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
Section 4.05. MANNER OF ACTING
The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number of is required by law or by the Articles of Incorporation or these Bylaws.
Section 4.06. BOARD ACTION WITHOUT MEETING
The Board of Directors shall have the right to take any action in the absence of a meeting in which they could take at a meeting, by obtaining the approval of a majority (2/3) vote of the Directors. Any action so approved shall have the same effect as though taken at a meeting if consent is in writing, stating the action taken and signed by all directors then in office.
Section 4.07. CONDUCT OF MEETINGS
The President, and in his or her absence, the Vice-President, and in his or her absence, any Director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as their chair of the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant Secretary or any Director or other person present to act as Secretary of the meeting.
Section 4.08. VACANCIES
A vacancy in any principal office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
ARTICLE V. BOARD OF DIRECTORS
Section 5.01. GENERAL POWERS AND NUMBERS.
The affairs of the Organization shall be governed by the Board of Directors, which consists of nine (9) members.
Section 5.02. QUALIFICATIONS
- All Directors except for the initial Board of Directors shall be elected by members. Each Director elected to the Board shall hold office for a term no longer than two years and until his or her successor shall have been elected, or until his or her prior death, resignation, or removal. The Directors by resolution may stagger the terms of elected Directors. Any elected Director who fails to attend three (3) consecutive meetings shall be deemed resigned. A Director may be removed from office by affirmative vote of the majority of members at a special meeting called for said purpose or by a majority of directors entitled to vote, taken at a meeting called for that purpose. A director may resign at any time by filing his or her written resignation with the Secretary of the corporation.
- Officers and Directors, as elected or appointed shall be Christian, shall provide leadership in accordance with Bible principals as stated in Article 1, Section. 1.05 of the bylaws, shall be members of the Homeschool America Inc., or a home school advocate with professional, non-professional or tradesman background, or a current home school parent or a home school alumnus; and shall have a minimum of 2 (two) years leadership experience in a business, as a teacher, in a church, in a home school association, in a nonprofit organization, in a volunteer organization or in civic associations.
- The five (5) Directors initially appointed by the Board shall each be chosen to represent one (1) of, but not limited to, the following areas: Special Needs Programs, Facility Director, Lifestyle Programs, Public Relations and Scholarship Programs. As programs fully develop staff members shall be hired by the Board to fill the following positions.
The Facilities Director shall have general day-to-day responsibility for HSAI, including carrying out the Homeschool America goals and Board Policy. The Facilities Director shall attend all Board meetings; report on the progress of HSAI, answer questions of Board members and carry out such duties described in the job description. The Board can designate other duties as necessary.
PUBLIC RELATIONS DIRECTOR
The Public Relations Director shall have a background in fundraising, public speaking, promotional advertising and shall be responsible for organizing and dispersing information about the Homeschool facility and its programs to the community, to homeschool families, and to the public at large as directed by the Board.
The Lifestyle Director shall be a RN, Dietician, Homeopath, Naturopath or medical personnel who embraces healthy lifestyle programs; assist with facilitating programs, coordinate all healthy lifestyle and fitness programs, answer questions of Board members, review program activities, provide recommendation up-dates and program revision as deemed necessary.
SPECIAL NEEDS DIRECTOR
The Special Needs Director shall be responsible for organizing all special needs programs, implementing all special needs programming, coordinating support groups, filing appropriate documents and reports, assisting with family needs, answer questions of Board members, provide recommendation up-dates and program revision as deemed necessary.
The Scholarship Coordinator shall be responsible for dispersing information regarding postsecondary education programs, special needs programs, types of financial assistance available, assisting students and families with application submissions and carry out any other duties designated by the Board.
Section 5.03. COMPENSATION
The members of the Board shall serve without compensation, except to the extent a member of the Board of Directors is employed by the corporation.
Section 5.04. PRESUMPTION OF ASSENT
A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he or she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent of such action with the person acting as the secretary of the meeting before the adjournment therefore or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 5.05. COMMITTEES.
The Board of Directors by resolution of a majority 2/3 vote of the number of directors as provided in Section 5.01 may appoint, from time to time, one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this section.
All committees so appointed shall keep regular minutes of transactions of their meetings and shall be recorded and kept in books for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority, shall not relieve the Board of Directors of any responsibility imposed by law.
ARTICLE VI. OFFICERS
Section 6.01. NUMBER
The principal officers of the corporation shall be President, Vice-President, Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as many be deemed necessary may be elected or appointed by the Board of Directors in a Calendar year. No person shall serve in more than one office at any time, accept that one person may serve as Secretary-Treasurer.
Section 6.01. ELECTION PROCEDURES.
The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors in a calendar year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have duly elected or until his or her prior death, resignation, or removal. A officer may be re-elected to successive terms without limitation as to the number of such successive terms.
Section 6.02. NOMINATING COMMITTEE.
A nominating committee shall be appointed by the Board of Directors and shall be responsible for developing nominees for officer elections. Candidates shall be selected in accordance with Section 1.05 and Section 5.02 of the Bylaws with the directive to preserve the diversity and balance of the Homeschool America Inc. objectives.
Section 6.03. PRESIDENT
The president shall be the principal Executive Officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all business affairs of the corporation. He or she shall, when present, preside at all meetings of the members and Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; except as otherwise proved by law or the Board of Directors, he or she may authorize the Vice-President or other officer or agent of the corporation to sign, execute, acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.04. VICE-PRESIDENT
In the absence of the President or in the event of his or her death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. The execution of and instrument of the corporation by the Vice-President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.
Section 6.05. SECRETARY
The Secretary shall keep all the minutes of the meetings of the members and if the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporation records; keep or arrange for the keeping of a register of the Post Office address of each member and board member which shall be furnished to the Secretary by such members; in general perform all duties incident to the office of Secretary and have such duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
Section 6.06. TREASURER
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever; and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 5.04; and in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
Section 6.07. COMPENSATION
The officers shall serve without compensation.
CONTRACT, LOANS, CHECKS AND DEPOSITS; SPECIAL ACTS
Section 7.01. CONTRACTS.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to special instances. In absence of other designation, all deeds, mortgages, and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or the Vice-President, and by the Secretary or the Treasurer.
Section 7.02. LOANS.
No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization maybe general or confined to special instances.
Section 7.03. CHECKS, DRAFTS, ETC.
All checks, drafts, or money orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agents or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
Section 7.04. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as may be selected, and shall be drawn from such accounts only by check or other order of payment of money signed by such persons, and in such manner, by or under the authority of a resolution of the Board of Directors.
Section 7.05. VOTING ON SECURITIES OWNED BY THE CORPORATION.
Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he or she be present, or in his or her absence by the Vice-President of this foundation who may be present, and (b) whenever, in the judgment of the president, or in his or her absence, of the Vice-President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by the corporation, such proxy or consent shall be executed in the name of this corporation by the President or the Vice-President of this corporation, without necessity of any authorization by the Board of Directors, or counter signature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power, and authority to vote the shares or other securities might be voted by this corporation.
Section 7.06. RECEIPT OF MONIES.
Grants, securities, shares, drafts from any corporation, foundation or program(s) that receive government funding that would cause HSAI to altar or compromise religious principals, values or administrative practices in order to receive such funding shall be rejected. Homeschool America Inc. shall operate solely on non-government funds.
Section 7.07. SCHOLARSHIPS.
The “Special Needs” Award Program and the “Scholarship” Program shall be set-up as individual investment entities. All donations received and specified by the donor per program shall be deposited within said account. Donations with unclear specifications to either program shall be deposited into the program account with the greatest need. Funds for the Special Needs Program and Scholarship program may be invested in Stocks, Money Market Funds, Securities, Mutual Funds, whatever investment tool is permissible by the fullest extent of the law to gain the greatest percentage of yield to benefit the greatest number of applicants. The full amount of donated funds per donor request shall forever remain within the designated program investment account to accrue interest. Only earned interest and dividends shall be drafted from either account and awarded to applicants.
Section 7.08. FUNDRAISING .
Fundraising appeals shall clearly identify the purpose to which donations will be applied.
ARTICLE VIII. FISCAL YEAR
The corporation’s fiscal year shall be from January 1 st through December 31 st.
ARTICLE IX. SEAL
The corporation shall have no seal.
CONTRACTS BETWEEN THE CORPORATION AND RELATED PERSONS
Any contract or other transaction between the corporation and one or more of its directors, or between the corporation and any entity of which one or more of its directors are members or employees or in which one or more of it directors are interested, or between the corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees or in which one or more of its directors are interested, shall not be avoidable by the corporation solely because of the director’s interest, whether direct or indirect, in the transaction if:
1. The material facts of the transaction and the directors interest were disclosed or known to the board of directors, and a majority of disinterested members of the board of directors or committee authorized, approved, or specifically ratified the transaction; or
2. The transaction is fair to the corporation.
For purposes of this Article X, a majority of directors having no direct or indirect interest in the transaction shall constitute a quorum of the board or a committee of the board acting on the matter.
ARTICLE XI. INDEMNIFICATION
The corporation shall, to the fullest extent authorized by ch. 181, indemnify any director or officer of the corporation against reasonable expenses and against liability incurred by a director or officer in a proceeding in which he or she is party because he or she was a director or officer of the corporation. These indemnification rights shall not be deemed to exclude any other rights to which the director or officer may otherwise be entitled. The corporation shall, to the fullest extent authorized by ch. 181., indemnify any employee who is not a director or officer of the corporation, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation. The corporation may, to the fullest extent authorized by ch. 181, indemnify, reimburse, or advance expenses of directors or officers.
ARTICLE XII. AMENDMENTS
Section 12.01. BY DIRECTORS.
The Board of Directors may from time to time by vote of a major majority of the Board, adopt, amend, or repeal any and all of the By-laws of this corporation except for any By-laws adopted by the members.
Section 12.02. BY MEMBERS.
The members from time to time, by vote of a majority of the votes represented at the meeting at which a proposed amendment is acted upon, adopt, amend, or repeal any and all of the By-laws of this corporation.
Section 12.03. IMPLIED AMENDMENTS.
Any action taken or authorized by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the numbers of directors required to amend the Bylaws so that the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized. This section 11.03 shall not apply to any By-laws adopted by the members.
ARTICLE XIII. PURPOSES
The purposes of which this corporation is established and the activities in which it may be engaged are those set forth in the Articles of Incorporation, as they may be amended from time to time.
The forgoing Bylaws constitute the Bylaws of Homeschool America Organization as adopted by resolution at a meeting of the original Board of Directors held on June 13, 2006 in Palmyra, Wisconsin.