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Bylaws |
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Magus Libri Academy BYLAWS
ARTICLE I - PRINCIPAL OFFICE The principal office of the corporation, (also referred to as the academy) shall be located at: 55 E Cleveland St. , St. Johns, AZ 85936. ARTICLE II- STRUCTURE OF ACDEMY, CIVIL, AND ECCLESIASTICAL 2.1 Civil Structure. The civil officers of the corporation may be a President, Secretary, Treasurer, and such other offices as the corporation shall establish. 2.1 .1 The President shall be the Headmistress/Headmaster and shall preside at all meetings and shall make an annual report to the status and condition of the corporation to this Board of Directors. The President shall sign all certificates, contracts, deeds and other instruments of the corporation. During the absence or disability of the President, the next available officer in order of secretary then treasurer shall exercise all the powers and discharge all the duties of the President. 2.1.2 All officers shall equally exercise creative input to the academy material and shall be diligent in the act of improving the overall teaching standards of the academy. 2.1.3 The Secretary shall keep the minutes of all meetings: shall have charge of the seal and corporate books and shall make such reports and reform such duties as are required of him or her by the corporation, and shall sign all certificates, contracts, deeds and other instruments of the corporation. If the secretary is unavailable to do so the president is responsible for this task. 2.1.4 The Treasurer shall have custody of all monies and securities of the corporation and shall keep regular books of account. S/He shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be required of him/her to make an accounting of all his/her transactions as Treasurer and of the financial condition of the corporation. If the treasurer is unable to fulfill this position the president shall fill these duties until a replacement can be found. 2.1.5 The officers of the corporation shall hold offices until their successors are duly elected and qualified. 2.1.6 The Board of Directors shall meet at least once each year, either in person, by phone or electronically, but special meetings may be called if and when the same may become necessary.
2.2 Ecclesiastical Structure. Ecclesiastically, the academy shall be composed of: a Board of Directors ARTICLE III - THE BOARD OF DIRECTORS, ITS ORGANIZATION, POWERS AND DUTIES 3.1 The Board of Directors shall be at least 3 in number and shall have the power to exercise all powers necessary for the operation of the academy, expressed or implied, which shall be necessary and proper to carry out all the executive functions, and all other powers both civil and ecclesiastical as it may determine. 3.1 .1 The members of the Board of Directors shall be elected for a term of 1 year. The Terms shall be computed from the day of their election and each member may hold office until such time as an election by the members can be had. 3.1.2 In the event a vacancy in the Board of Directors occurs, remaining members of the Board of Directors shall fill such vacancy by a majority vote at a duly held meeting until the successor has been duly elected and qualified. |
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3.2 The Headmistress/ Headmaster. The Headmistress/ Headmaster may be the President and may be appointed by the Board of Directors, which shall authorize the Headmistress/ Headmaster and any other officers, or agents of the academy, or any other officer so authorized by these By Laws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the academy, and such authority may be general or may be confined to specific incidence. 3.3 The Secretary. The Secretary shall be elected by the Board of Directors or appointed by the President. 3.3.1 The Secretary shall keep minutes of the proceedings of its members, Board of Directors, committees, councils and other Boards or tribunals authorized by the Board of Directors and these records shall be kept at the principal office of the academy. 3.4 The Treasurer. A Treasurer shall be elected by the Board of Directors or appointed by the President. The Treasurer shall be the treasurer of the academy, and shall have custody of all moneys and securities of the academy and shall make an accounting of all of the academy transactions. If there is no treasurer available an account may fill the needs of the academy until the position is filled. 3.4.1 All checks, drafts or orders for the payment of money, notes, evidence of indebtedness issued in the name of the corporation shall be signed by the Headmistress/ Headmaster or other officers or agents of the corporation, in such manner as shall from time to time be determined by resolution of the board of Directors. In the absence of such direction from the Board of Directors the Headmistress/ Headmaster may sign on behalf of the academy. 3.4.2 All funds of the academy shall be deposited as required to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors or the Headmistress/ Headmaster may elect. 3.4.3 The Board of Directors or the Headmistress/ Headmaster may accept on behalf of the academy any contributions, donations, gifts, including real property, bequest or devise for any purpose of the academy. 3.4.4 The Treasurer shall keep correct and complete financial records of all academy account(s). All books and records of the academy may be inspected by any member, or agent, for any purpose at any reasonable time. 3.4.5 The treasurer shall be authorized to appoint persons to assist the Treasurer in carrying out the duties and functions of the Treasurers Office.
ARTICLE IV - MEETINGS 4.1 The annual meeting of the academy shall be held on the thirty-first of October of each year. At that meeting Directors shall be nominated and elected to office as appropriate. 4.2 Special Meetings may be called by the Board of Directors or the Headmistress/ Headmaster as they in their discretion deem necessary. Notices for the calling of such special meetings shall be given to all members in writing with 3 days prior written notice.
ARTICLE V - RULES AND REGULATIONS 5.1 The Board of Directors may adopt such rules of procedure and regulations governing the conduct of its business and the organization of the academy as they may deem necessary, proper and expedient. 5.1.1 There can be no appeal from the decisions and determinations of the Board of Directors.
ARTICLE VI - AMENDMENTS TO THE BYLAWS The provisions of the Bylaws may be modified, altered or amended by two-thirds majority vote of the members of the Board of Directors at a regular or special meeting. As soon as the proposed amendments have been adopted as herein provided, results of the vote shall be announced by the Headmistress/ Headmaster and declared adopted by the Chairman of the Board of Directors, whereupon such amendments shall be in full force of effect.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged and filed the foregoing Articles of Incorporation under the laws of the State of Arizona this seventh day of July, 2009. _______________________________________________, Incorporator Signature of Incorporator, Dr. Miacis Ardra Fainnir
Headmistress/ Headmaster_______________________________________________ Miacis Ardra Fainnir, D.D.
Secretary_________________________________________________ Jay D. Slayton, Rev., PhD
Treasurer_________________________________________________ Aidan A. Slayton, Rev. D.F.A.
Director of Christian Arts_____________________________________________ Aziel Fainnir, Rev.
Date July 7, 2009
(This Document is on file with the MLA Headquarters in St. Johns , Arizona. All signatures are present and witnessed in the first meeting.) |