BYLAWS OF STOA
ARTICLE 1 – NAME
The corporate name of this organization is Stoa. Stoa is incorporated under the laws of California.
The objective of the Corporation is to train Christian home schooled youth in speech and debate in order to better communicate a Biblical worldview. The corporation will undertake various activities to support this objective including, but not necessarily limited to:
a) organizing competitive forensic tournaments;
b) providing training activities and materials for associated clubs and their leaders;
c) managing funds to support such
d) hosting meetings to exchange information with members.
ARTICLE 3 – MEMBERS
3.1 Membership Categories - The
membership of the Corporation shall consist of participants and members.
3.1.a Participant. Participants shall meet the eligibility requirements, pay all required fees, and sign and support the Stoa Statement of Faith.
3.1.b Member. Members shall meet all eligibility requirements as well as:
(a) sign and support the Stoa Statement of Faith;
(b) register and pay all required membership dues and fees; and
(c) participate in the a minimum number of
Stoa forensic competitions per year
3.2 Rights and Privileges of Membership Categories - Participants shall have access to Stoa activities. Members shall have access to all Stoa activities as well as enjoy governance, leadership and voting.
4.1 Delegation of Powers - The Corporation shall be governed by a Board of Directors under these Bylaws and according to the provisions of the laws under which it is incorporated. The Board of Directors shall, except as otherwise provided in these Bylaws, be responsible for managing the business of the Corporation. The Board shall act primarily as a deliberative body responsible for establishing Corporation policies and procedures as well as formulating a general framework within which those policies will be implemented to achieve the Corporation’s objectives. The Board may delegate any or all of its powers, subject only to such limitation as may be prescribed by law. The Board of Directors shall conduct its affairs between meetings and shall perform other functions specified in the Bylaws and Rules.
4.2 Duties of the Board of Directors
(a) The Directors shall meet when necessary to complete the business of the Board. Meetings must consist of a majority of Board of Directors either face to face, via teleconferencing, video conference, or other technological means.
(b) The Board of Directors may act through appropriate committees.
(c) The founding Board of Directors shall be responsible for instituting By-laws and corresponding Rules to govern the operation of the Corporation. Such Rules shall be adopted by the entire Board of Directors with a unanimous affirmative vote. The founding board shall also establish the Stoa Statement of Faith.
(d) When the Board votes on an issue before it, every Director must vote with a Yea, Nay or Abstention.
(e) The Board of Directors may authorize the Treasurer to pay certain specified routine expenses in advance.
(f) The Board of Directors shall provide an annual report of the Corporation's activities and finances, and of other matters as required by law, to the members of the Corporation.
(g) The Board of Directors shall determine annual dues and fees.
(h) The Board of Directors shall be responsible for approving (or denying) proposed amendments to bylaws, rules and procedures from designated committees and submitting the approved proposals to the general membership at the annual vote.
4.3 Quorum - A quorum of the Board of Directors shall be constituted by a simple majority.
4.4 Elected Board of Directors - The affairs of the Corporation shall be administered by the Board of Directors under these Bylaws and Rules.
4.5 The Board of Directors - shall comprise a minimum of five (5) and a maximum of nine (9) Directors.
4.6 The Board of Directors - shall each be nominated by a Member in good standing and elected via ballot by Stoa members in good standing, except as otherwise provided by these Bylaws.
4.7 Terms of Office as a Director of the Board – The terms of the Directors shall be staggered. A full term shall be three (3) years in length. At the conclusion of a full term, a Director shall rotate off of the Board for one year, prior to being eligible to serve again.
4.8 Vacancies - If there is a Board of Director vacancy prior to the end of the Director’s term, a special election may be held at the discretion of the Board, to complete the vacant term. If Board vacancies cause the number of Directors to be fewer than five (5), the Board shall appoint one or more new Directors to fill vacant terms until the next election cycle, but no more Directors shall be appointed than shall be required to ensure that the Board has five (5) active Directors, as required by Article 4.5.
4.9 Subsequent Election - At the Next Election Cycle, all vacant terms which have not been completed, including those filled on an interim basis by appointed Directors, shall be open for nominations and elections of new Directors to serve the balance of those vacant terms, under the same procedures used for all other Director elections. Appointed Directors are eligible for nomination to any open or vacant term.
4.10 Compensation Restrictions - No Director shall receive, directly or indirectly, any salary or compensation for service except for reimbursement of expenses incurred as a Director, from the Corporation.
4.11 Statement of Faith - All Directors will agree to and sign the Stoa Statement of Faith.
4.12 Founding Board of Directors - The founding Board of Directors shall serve through July 31, 2010. During this initial term, notwithstanding the provisions of Article 4.2, the Board shall comprise a minimum of three (3) and a maximum of nine (9) Directors. For the 2010 election cycle only, the founding Board of Directors shall establish staggered Director terms of one, two and three year cycles. In all subsequent election cycles, all Director terms shall be for three (3) years, except as provided in Article 4.9, or under special circumstance the board may allow for a shorter term for an elected director.
ARTICLE 5 - OFFICERS
5.1 The Board of Directors shall elect the officers of the Corporation which shall consist of a President, a Secretary, a Treasurer, and, optionally, a Vice President.
5.2 Responsibilities of
a) Casting the vision for both leaders and members – this includes long term planning for the organization;
b) Setting the agenda for Board meetings and presiding over those meetings
c) Representing the board to the local leaders;
d) Representing the board to the membership and to participants;
e) Representing local leaders to the board; and
f) Representing Stoa to the greater community.
Though the president has unique leadership functions in Stoa, the Board of Directors has the ultimate authority in every aspect of Stoa governance, subject to the limitations imposed by these Bylaws and the Rules.5.3 Duties of the Secretary -- The Secretary shall record and certify resolutions of the board as well as keep and maintain all Corporation minutes, disperse them to the Board of Directors, and submit redacted minutes for publication.
5.4 -- Duties of the Treasurer:
(a) The Treasurer shall exercise supervisory control over the books and accounts of the Corporation as well as the collection and deposit of all dues, fees, charges, and other obligations owed to the Corporation. All funds received by the Corporation shall be deposited in accounts established in the name of Stoa.
(b) The Treasurer shall be responsible for approving expenditures, funds transfers, and all other matters of finance authorized by the Board
(c) The Treasurer shall submit an annual report, a budget, and other financial reports prescribed by these Bylaws and by the Board of Directors.
(d) The Treasurer shall receive and distribute the
independent annual audit and shall disseminate other financial statements or
reports stipulated by the Board of Directors.
ARTICLE 6 - STANDING AND SPECIAL COMMITTEES
6.1 Standing Committees - Standing Committees shall be established, at the discretion of the Board to further the objectives of the Corporation. A Director of the Stoa Board shall nominate prospective members of these committees.
6.2 Special Committees - Special Committees may be established for the purpose of advancing the objectives of the Corporation. Special Committees will be appointed by the Board of Directors and may be abolished by action of the Board of Directors.
6.3 Statement of Faith -- All committee members will agree to and sign the Stoa Statement of Faith.
6.4 Committee Number -- Committees shall be comprised of one or more
members, at the discretion of the Board.
7.1 Annual Business Meeting - The Annual Meeting of the members shall be held for the dissemination of information and the transaction of business. A quorum for the annual meeting is a majority of those members then present.
7.2 Voting - Voting by eligible Members may be in person or by signed proxy, electronic mail, or other suitable means. The procedures for conducting an election shall be established at the discretion of the Board. A quorum for elections is 25% of total membership.
7.3 Notice of Annual
Meeting - A notice of the annual
meeting shall be posted and emailed at least thirty (30) days before the date
of that meeting.
Announcement of all meetings of the Corporation shall be made as provided by procedures established
by the Board.
ARTICLE 8 – FISCAL
8.1 Payments - Membership dues, participant fees, subscription charges, and procedures for payment shall be -established by the board of directors
8.2 Fiscal Year - The fiscal year of the Corporation shall run from August 1st to July 31st.
8.3 Expenditures of Funds - Funds from Corporation accounts shall be expended on the signatures of the designated officers or of other individuals designated by the Board of Directors.
9.1 Authorization - Any journals, proceedings, periodicals, books,
pamphlets, reports, and other publications prepared in the name of or under the
auspices of the Corporation shall be issued in such manner as the Board of
Directors may authorize.
ARTICLE 10 - EXPRESSION OF CORPORATION POSITION
10.1 Limitations - No officer, Director, or individual member (whatever their status or position in the Corporation) shall represent any opinion or position on any matter, event, or position of the Corporation without the prior approval of the Board of Directors.
ARTICLE 11 – INDEMNIFICATION
11.1 - The Corporation may take any action it deems necessary, including but not limited to the purchase liability insurance, to indemnify and/or defend the Corporation, its officers, and / or its directors against any liabilities incurred or threatened, as permitted by California law.
ARTICLE 12 – DISPUTE RESOLUTION
12.1 The Directors, Officers and Members of Stoa (“Parties”) are Christians and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian community in conformity with the biblical injunctions of 1 Corinthians 6:1-8, Matthew 5:23-34, and Matthew 18:15-20. It is the expressed intent of the officers, directors and members of Stoa that civil litigation shall be waived in favor of binding arbitration. All disputes, complaints, controversies, claims or grievances not otherwise settled between the Parties shall be resolved by binding arbitration conducted by Peacemaker Ministries.
12.2 Arbitrator Selection - Unless otherwise agreed, the Parties shall agree in writing to appoint an arbitrator(s). In the event that the Parties cannot agree, Peacemaker Ministries shall appoint the arbitrator(s) and designate the procedures to be followed. No arbitrator shall have any financial, professional, family, or social relationship with any Party to the dispute which is likely to affect his/her impartiality or which might reasonably create an appearance of bias. No arbitrator shall be a member of the same church corporation as any Party. The Parties shall share costs of arbitration including filing fees and arbitrator expenses. Each Party shall pay for their own attorneys' fees and costs, if any.
12.3 Arbitration Procedures - The procedure governing the arbitration process shall be agreed to by the Parties, or, in the event that the Parties cannot agree, shall be determined by the arbitrator. The Parties shall be entitled to engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, physical and/or mental examinations and depositions, in order to obtain information necessary to prosecute or defend the claim(s) brought. Any disputes between the Parties regarding the nature or scope of discovery shall be resolved by the Arbitrator in his or her discretion. No part of this agreement should be construed to limit statutorily imposed remedies such as punitive damages and attorney fees. The substantive and remedial provisions of any applicable statute will be applied by the Arbitrator so that the Parties are able to vindicate their statutory cause of action in the arbitral forum.
12.4 Award - The Arbitrator shall issue a written award, setting forth the award and basis therefore. The Arbitrator shall have the power to award any type of relief that would be available in court of competent jurisdiction. In addition, the Arbitrator shall have the authority to order any Party found to have presented any claim or defense without substantial justification to pay the other Party’s attorney’s fees and costs. Any award may be entered as judgment in any court of competent jurisdiction. The arbitrator shall have the power and authority to make such decisions and awards as he/she deems appropriate, including granting damages, injunctive relief, attorneys fees, arbitration expenses, arbitration fees as well as any other related costs to the appropriate Party. The Arbitrator shall further be empowered and authorized to grant the issuance of such mandatory directives, prohibitions, orders or restraints to enforce the Agreement as he/she may deem necessary or advisable, directed to or against any of the Parties hereto, including the directive or order requiring specific performance of any covenant, agreement or provision of this agreement or any Settlement Agreement.
12.5 Binding Decision - The decision of the arbitrator shall be binding on all Parties, and all Parties submit themselves to the personal jurisdiction of any court of competent jurisdiction, both State and Federal, for the entry of a judgment confirming the arbitrator's award. It is expressly agreed that the binding arbitration as provided herein shall be the exclusive remedy for the Parties absent a negotiated, out-of-court settlement and none of the Parties hereto shall institute any civil action, petition, motion or other proceeding in any court of law or equity, whether related to church or not, other than for the sole purpose of enforcing the arbitrator's award hereunder. The forgoing agreement shall be a bona fide defense in any action or proceeding contrary to this Agreement. Any submission of a dispute to arbitration shall not be revoked by the death of any Party to the dispute, and any award will be binding upon such persons heirs and successors.
13.1 All changes to Stoa Bylaws and Rules must be recommended by a Stoa Committee, approved by the Stoa Board of Directors, and approved by a vote of Stoa's general membership.
13.2 Bylaws - Amendments to these Bylaws may be proposed by the Stoa Board of Directors or by petition to the Board from a Stoa member in good standing. Amendments to the Bylaws proposed by a Stoa member shall be referred to the Stoa Bylaws Committee, which shall be established by the Board. The Bylaws Committee may reject, table, or revise any proposed Bylaw amendment, at its discretion, and may recommend any proposed Bylaw amendment to the Board for consideration. If the Board, by a two-thirds majority vote, approves the recommended Bylaw amendment, then the amendment shall be forwarded to the membership in accordance with designated procedures. In the event that the Bylaws Committee does not recommend a bylaw amendment to the Board, the Board, at its option, may approve that amendment by a unanimous vote and forward it to the membership for approval, in accordance with designated procedures, accompanied by an explanation that the proposed bylaw amendment was not recommended by the Bylaws Committee. The adoption of a Bylaws amendment shall require the affirmative votes of no less than two-thirds (2/3) of Stoa member votes cast.
13.3 Rules - Amendments to these Rules may be proposed by the Board of Directors or by petition to the Board from a member in good standing. Amendments to the Rules proposed by a Stoa member shall be referred to the appropriate rules committee. The rules committee may reject, table, or revise any proposed rules amendment, at its discretion, and may recommend any proposed rules amendment to the Board for consideration. If the Board, by a majority vote, approves the recommended rules amendment, then the amendment shall be forwarded to the membership in accordance with designated procedures. In the event that the rules committee does not recommend a rule amendment to the Board, the Board, at its option, may approve that amendment by a two-thirds vote and forward it to the membership for approval, in accordance with designated procedures, accompanied by an explanation that the proposed rule amendment was not recommended by the rules committee. The adoption of a rules amendment shall require the affirmative votes of a majority of Stoa member votes cast.
13.4 Procedures - The Board of Directors will make any necessary
changes to the Stoa Procedures to achieve the objectives of the Corporation.