BYLAWS OF STOA
ARTICLE 1 – NAME
The corporate name of this organization is Stoa. Stoa is a non-profit religious corporation incorporated under the laws of the State of California, specifically California Corporations Code § 9110 et seq.
ARTICLE 2 – STATEMENT OF FAITH
2.1 There is one God eternally existing in three persons: the Father, the Son (Jesus Christ), and the Holy Spirit. (Matthew 3:16, Matthew 28:19, John 10:30, 2 Corinthians 13:14)
2.2 Man is sinful and therefore separated from God, who is holy and perfect. (Isaiah 53:5-9, Romans 3:23, I Peter1:15-16)
2.3 Jesus Christ paid the eternal penalties for our sin through His death on the cross (Luke 24:46, I Peter 2:21)
2.4 Jesus Christ also resurrected bodily and ascended into heaven and will return one day to fulfill His kingdom. (Matthew 28:6, Revelation 19:11)
2.5 Only through Jesus Christ and the grace of His provision of salvation, may we be saved from eternal punishment, enter into God’s family and receive eternal life. (Ephesians 2:8-9, Romans 6:23, Romans 8:11, I John 1:9)
2.6 The Bible is the inspired, inerrant, infallible and authoritative Word of God and the truth for Christian faith and practice. (2 Timothy3:16-17, 2 Peter 1:20-21, John 17:17, 1 Thessalonians 2:13, Psalm 19:7-11, John 6:67-69)
ARTICLE 3 – DEFINITIONS
3.1 Annual Vote of the Members – At least once a Year, the Board of Directors shall schedule, notice and conduct a vote of Members in good standing for the purpose of electing new Board members, amending the Bylaws, or significant Speech and Debate event changes as determined by the Board.
3.2 Policies & Procedures – Board-adopted documents to guide and standardize certain Board actions and decision-making subject only to these Bylaws and governing state law.
3.3 Rules – Stoa Rules that govern Stoa Speech and Debate competition.
3.4 Stoa Season – October 1 to the end of the National Invitational Tournament of Champions.
3.5 Year – The Stoa Year for purposes of competition shall be the same as the Fiscal Year defined in subsection 11.2 below, or August 1 through July 31.
ARTICLE 4 – OBJECTIVE
4.1 The objective of Stoa is to train Christian home schooled youth in speech and debate in order to better communicate a Biblical worldview. Stoa will undertake various activities to support this objective including, but not necessarily limited to:
(a) organizing and administering the National Invitational Tournament of Champions (“NITOC”);
(b) organizing other competitive forensic tournaments as the Board determines;
(c) providing training activities and materials for associated clubs and their leaders;
(d) managing funds to support such activities; and
(e) hosting meetings to exchange information with members.
ARTICLE 5 – MEMBERS
5.1 Members shall meet all eligibility requirements as well as:
(a) sign and support the Stoa Statement of Faith; and
(b) register and pay all required membership dues and fees.
5.2 Members shall have access to all Stoa activities as well as enjoy and engage in governance, leadership and voting opportunities as further described herein.
ARTICLE 6 - BOARD of DIRECTORS
6.1 Delegation of Powers - Stoa shall be governed by a Board of Directors under these Bylaws according to the provisions of the laws and regulations under which it is incorporated. The Board of Directors shall, except as otherwise provided in these Bylaws, be responsible for managing the business of Stoa. The Board shall act primarily as a deliberative body responsible for establishing Stoa Policies and Procedures as well as formulating a general framework within which those Policies and Procedures will be implemented to achieve Stoa’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 board meetings and at other times deemed necessary by the Board.
6.2 Duties of the Board of Directors
(a) The Directors shall meet when necessary, but no less than four times per calendar year, to conduct the business of Stoa. Board meetings must consist of a majority of Board of Directors either face to face, via teleconferencing, video conference, or other feasible means so long as each attending Board member may communicate with one another.
(b) The Board of Directors may act through appropriate committees so long as the committees are composed of Stoa Members in good standing and are given clear direction and purpose, in writing which includes but is not limited to approved Board minutes, by the Board of Directors.
(c) When the Board votes on an issue before it, every Director in attendance must vote with a Yea, Nay or Abstention.
(d) The Board of Directors may authorize the Treasurer to pay certain specified routine expenses. The Treasurer shall make a detailed report of such expenditures at the subsequent Board meeting.
(e) The Board of Directors shall provide an annual report of Stoa's activities and finances, and of other matters as required by law, to its Members.
(f) The Board of Directors shall determine annual dues and fees for Stoa’s Members.
(g) The Board of Directors shall be responsible for approving (or denying) proposed amendments to Bylaws and Rules from designated Board committees prior to submitting the approved Bylaws and Rules amendment proposals for final approval at the Annual Vote of the Members.
A quorum of the Board of Directors shall be constituted by a simple majority of the Board.
6.4 Elected Board of Directors
The affairs of the Corporation shall be administered by the Board of Directors under these Bylaws and Rules.
6.5 Board Composition
The Board of Directors shall comprise a minimum of five (5) and a maximum of nine (9) Directors.
6.6 Board of Director Nominations
(a) Each Director shall each be nominated by a Member in good standing and elected via ballot by Stoa Members in good standing, except as otherwise provided in these Bylaws.
(b) The Board of Directors, or through a properly designated committee, shall provide all Board nominees with a Stoa Candidature Package of Information, including but not limited to a Stoa Board Affirmation Statement, explaining the duties and responsibilities of a Stoa Board Director. Board nominees must complete a Stoa Board Affirmation Statement for review and consideration by the Board of Directors.
(c) The Board of Directors shall have the right to withhold placement of any Board nominee to the Annual Vote of the Members when it believes that the nominated individual fails to meet the standards enumerated in the Stoa Board Affirmation Statement. In addition, the Board may consider particular Board nominee qualifications, skills, demonstrated experience, together with current needs of the Board and Stoa, including diversity that reflects and befits a national organization.
6.7 Board Director Term of Office
(a) The terms of the Directors shall continue to be staggered as set forth in section 6.12 below. A full Board Director term shall be three (3) Years in length. At the conclusion of a full term, a Director may become eligible for nomination to serve on the Board again after 12 months have elapsed since the effective end date of his or her last term.
(b) Term of Office
The term of office for the President of the Board shall be two (2) consecutive years regardless of his or her time remaining on the Board Director’s term as set forth above. Depending on the timing of the new President’s election by the Board, this may extend the President’s term on the Board beyond the three (3) years specified for all Board members. Upon completion of a two (2) year Presidency, the President shall rotate off the Board for at least one year, prior to being eligible to serve again.
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 Annual Vote of the Members, but no more Directors are required to be appointed than is necessary to bring the number of active Directors to five (5) active Directors, as required by section 6.5.
6.9 Subsequent Election
At the next Annual Vote of the Members, all vacant Board positions with terms which have not been completed, including those filled on an interim basis by appointed a Board of Directors appointment, 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.
6.10 Compensation Restrictions
No Director shall receive, directly or indirectly, any salary or compensation for service as such except for reimbursement of expenses incurred as a Director, from Stoa.
6.11 Statement of Faith
All Directors must agree to and sign the Stoa Statement of Faith.
6.12 Founding Board of Directors
The founding Board of Directors shall serve through July 31, 2010. During this initial term, notwithstanding the provisions of section 7.2, 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 section 6.9, or under special circumstance the board may allow for a shorter term for an elected director.
6.13 Board Action by Unanimous Written Consent
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually and collectively consent in writing to such action. Such consent and consents shall have the same effect as a unanimous vote of the Board and shall be filed the minutes as a resolution of the Board.
6.14 Removal and Resignation
Any Board Director may be removed, either with or without cause, by a majority of the Directors then in office, at any meeting of the Board. Any Board Director may resign at any time by giving written notice to the Board or the Board President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein or by Board action.
6.15 Place of Meetings
Any meeting (whether regular or special) of the Board of Stoa may be established by a majority of the Board and held at any place within or without the State of California.
6.16 Annual Meeting
The annual meeting of the Board shall be held at a time designated by the Board.
6.17 Special Meetings
Special meetings of the Board may be called at any time by order of the President or of any two or more Directors, including either the Treasurer or Secretary. All Directors are entitled to at least 24-hour advance notice of special meetings. Notice of special meetings must be given by telephone, electronic mail, internet or other similar means of communication.
6.18 Notice and Agenda of Regular Meetings
Regular meetings of the Board shall be held upon five (5) days notice given personally or by telephone, electronic mail or other similar means of communication. Any such notice shall be addressed or delivered to each Director as shown on records of Stoa or as may be given to Stoa by the Director. Notice of meetings shall be accompanied by a written agenda that contains a brief general description of each item of business for Board discussion or transaction. The Board shall be restricted to the items of business briefly described in the meeting agenda, unless, by at least 2/3 vote, the Board decides there is a need for action on a non-agenda item.
6.19 Attendance Requirement
While the Board of Directors may consider limited exceptional circumstances (as determined by a majority vote of the Board), generally any member of the Board who is absent from two consecutive Board meetings of the Board, shall cease to be qualified and consequently cease to serve as a Board Director.
ARTICLE 7 – BOARD OF DIRECTORS, OFFICERS
7.1 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.
7.2 Responsibilities of the President
(a) Casting the vision for Members including long term planning for Stoa;
(b) Setting the agenda for Board meetings and presiding over those meetings;
(c) Representing the Board to the local Stoa speech and debate club leaders;
(d) Representing the Board to the Members;
(e) Representing local Stoa speech and debate club leaders to the Board;
(f) Representing Stoa to the greater community;
(g) Being an ex officio non-voting member of every Stoa Board committee, standing or special; and
(h) Exercising general supervision, direction and control of the activities and officers of the Stoa Board.
Though the President has unique leadership duties and 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 applicable state law.
7.3 Duties of the Secretary
The Secretary shall record and certify resolutions of the Board as well as keep and maintain all corporate minutes, disperse them to the Board of Directors, and prepare minutes for publication as needed and as determined by the Board.
7.4 Duties of the Treasurer
(a) The Treasurer shall exercise supervisory control over the books and accounts of Stoa as well as the collection and deposit of all dues, fees, charges, and other obligations owed to Stoa. All funds received by Stoa shall be deposited in accounts established in the name of Stoa.
(b) The Treasurer shall be responsible for approving expenditures or disbursements, funds transfers, and all other matters of finance authorized by the Board and as specified in subsection 6.2(e) above.
(c) If deemed necessary by the Board of Directors, the Treasurer shall receive and distribute the independent annual audit and shall disseminate other financial statements or reports.
ARTICLE 8 - STANDING AND SPECIAL COMMITTEES
8.1 Standing Committees - Standing Committees shall be established, at the discretion of the Board to further the objectives of Stoa. A Director of the Stoa Board shall nominate prospective members of these committees.
8.2 Special Committees - Special Committees may be established for the purpose of advancing the objectives of Stoa for a limited time and scope. Special Committee members will be appointed by the Board of Directors. Special Committees may exist for a limited time as prescribed by the Board of Directors or they may be abolished by action of the Board of Directors at any time.
8.3 Statement of Faith -- All committee members must agree to and sign the Stoa Statement of Faith prior to serving on a committee.
8.4 Committee Number -- Committees shall be comprised of two or more members, at the discretion of the Board.
8.5 Speech Committee
The Speech Committee is a Standing Committee composed of Members appointed by the Board of Directors to serve at the pleasure of the Board. The purpose of the Speech Committee is to monitor, assess and provide detailed analysis of all Stoa Speech Events as to their effectiveness in helping Participants fulfill Stoa’s purpose and to keep the Board fully informed of its findings. The Speech Committee shall provide recommendations to the Board regarding any amendments to the Rules and other documents that govern all aspects of Stoa Speech competition. The Board may task the Speech Committee with other speech related work and responsibilities as the Board deems necessary from time to time.
8.6 Debate Committee
The Debate Committee is a Standing Committee composed of Members appointed by the Board of Directors to serve at the pleasure of the Board. The purpose of the Debate Committee is to monitor, assess and provide detailed analysis on all forms of debate offered by Stoa as to their effectiveness in helping Members fulfill Stoa’s purpose and to keep the Board fully informed of its findings. The Debate Committee shall provide recommendations to the Board regarding any amendments to the Rules and other documents that govern all aspects of Stoa Debate competition. The Board may task the Debate Committee with other debate related work and responsibilities as the Board deems necessary from time to time.
ARTICLE 9 - ANNUAL MEMBER VOTE
9.1 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 is 25% of total membership.
9.2 Notice of Annual Member Vote- A notice of the annual member vote shall be posted and emailed at least fourteen (14) days before the date of that vote.
ARTICLE 10 – FISCAL
10.1 Payments - Membership dues, participant fees, subscription charges, and procedures for payment shall be established by the Board of Directors.
10.2 Fiscal Year - The fiscal year of Stoa shall run from August 1st to July 31st.
10.3 Expenditures of Funds - Funds from Stoa accounts shall be expended on the signatures of the designated officers or of other individuals designated by the Board of Directors.
10.4 Designated Giving
Stoa may accept any designated contribution, grant, bequest, or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-preferenced contributions will be accepted for special funds, purposes, or uses, and such preferences generally will be honored to the extent possible. However, Stoa shall reserve the right, title, interest in, and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any such special fund, purpose, or use. Any donor-restricted contribution which the Board of Directors decides would not serve the best interests of Stoa if used as the donor stipulated shall be returned to the donor if he or she does not agree to a redirection of his or her contribution. Furthermore, Stoa shall at all times maintain sufficient control and supervision over all donated funds (including preferenced and restricted contributions) to assure that such funds will be used to carry out the corporation’s tax-exempt purposes.
10.5 Accountable Plan for Reimbursements
Directors, Officers, employees, and volunteers may be reimbursed for expenses incurred in the course of Stoa business. The following criteria shall apply in determining appropriateness of reimbursements:
(a) Business Connection. The expense must have a clear connection to Stoa corporate business, to be determined by the Board or a designated officer or committee of the Board.
(b) Adequate records must be submitted substantiating the amount, date, location, and business purpose of all reimbursed expenses. Copies of original receipts and expense reports are allowed for reimbursement.
(c) Excess compensation or reimbursement, if any, must be returned by the recipient within a reasonable time.
ARTICLE 11 – PUBLICATIONS, PAPERS AND CASES
11.1 Authorization - Any journals, proceedings, periodicals, books, pamphlets, reports, and other publications prepared in the name of or under the auspices of Stoa shall be issued in such manner as the Board of Directors may authorize.
ARTICLE 12 - EXPRESSION OF CORPORATION POSITION
12.1 Limitations - No Board officer, Director, or individual Committee Member shall represent the official Board opinion or position Stoa opinion, preference or position on any matter or event.
ARTICLE 13 – FIDUCIARY DUTY
Stoa may take any action it deems necessary, including but not limited to the purchase of liability insurance, to indemnify and defend Stoa, its officers, or its directors against any liabilities incurred or threatened, as permitted by California law.
13.2 General Standards of Conduct for Board Directors and Officers
(a) Discharge of Duties.
Each Director shall discharge his or her duties as a Director (including the Director's duties as a member of a committee of the Board), and each Officer with discretionary authority shall discharge the officer's duties under that authority:
(i) in good faith;
(ii) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and
(iii) in a manner the Director or Officer reasonably believes to be in the best interests of Stoa.
(b) Reliance on Information, Reports, Etc.
In discharging duties, a Director or Officer is entitled to rely in good faith upon the records of Stoa and upon such information, opinions, reports, or statements presented to Stoa by any of Stoa’s Officers or employees, or committees of the Board of Directors, or by any other party (which party has been selected with reasonable care by or on behalf of Stoa) as to matters the Director or officer reasonably believes are within such other party’s professional or expert competence. A Director or Officer would not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.
(c) Liability to Stoa.
No Director or Officer shall be liable in such capacities to Stoa for any action taken or omitted to be taken as a Director or Officer, if, in connection with such action or omission, the Director or Officer performed the duties of the position in compliance with this subsection 13.2.
13.3 Liability of Directors for Unlawful Distributions.
(a) Liability to Stoa.
A Director who votes for or consents to a distribution made in violation of the law or the Stoa Articles of Incorporation shall be personally liable to Stoa for the amount of the distribution that exceeds what could have been distributed without violating the law or the Articles of Incorporation if it is established that the Director did not perform the Director's duties in compliance with the general standards of conduct for Directors set forth in subsection 13.2.
A Director who is liable under subsection 13.3(a) for an unlawful distribution is entitled to contribution:
(i) from every other Director who could be liable under subsection 13.3(a) for the unlawful distribution; and
(ii) from each person who accepted the distribution knowing the distribution was made in violation of the law or the Articles of Incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the law or the Articles of Incorporation.
13.4 Conflict of Interest
Each Director must annually sign that they have read, understand, and will abide by the Stoa Conflict of Interest Policy.
13.5 Loans to Directors and Officers
No loans shall be made by Stoa to any of its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until it is repaid.
ARTICLE 14 – DISPUTE RESOLUTION
14.1 The Directors, Officers and Members of Stoa (“Parties”) are professing 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 5:23-26 and 33-37, 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 or other Christian dispute resolution service as determined by the Board.
14.2 Arbitrator Selection
Unless otherwise agreed, the Parties shall agree in writing to appoint an arbitrator(s) for dispute resolution. In the event that the Parties cannot agree, Peacemaker Ministries or other Christian dispute resolution service as determined by the Board shall appoint the arbitrator(s) and designate the procedures to be followed, in observation of the following restrictions. No arbitrator shall have any financial, professional, family, or social relationship with any Party to the dispute which may affect his/her impartiality or which might reasonably create an appearance of bias. No arbitrator shall be a member of the same local church 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.
14.3 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 pursue 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.
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 a 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 a 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, attorney’s 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 involved, including a directive or order requiring specific performance of any covenant, agreement or provision of this agreement or any Settlement Agreement.
14.5 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 person’s heirs and successors.
ARTICLE 15 – AMENDMENTS
15.1 Rule Changes for Speech and Debate
(a) Amendments to Stoa Speech and Debate Rules may be proposed by the Board of Directors or by petition to the Board from either the Speech or Debate Committee.
(b) If the Board, by a majority vote, approves the recommended Speech or Debate Rules amendment, then the amendment shall become effective in the next following Year, unless otherwise provided.
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.
15.3 Policies and Procedures
The Board of Directors may make any necessary changes to the Stoa Policies and Procedures to achieve the objectives of Stoa.
ARTICLE 16 – CORPORATION RECORDS
16.1 Stoa shall retain records of minutes of all meetings of its Board of Directors, a record of all actions taken by the Board without a meeting; such records shall be retained for a period established by the Board of Directors but in no case for less than 7 years.
16.2 Stoa shall maintain appropriate accounting records.
16.3 Stoa shall maintain its records in written form or in another form capable of conversions into written form within a reasonable time.
16.4 Stoa shall keep a copy of each of the following records at its principal office:
Its Articles of Incorporation;
b) Its Bylaws;
c) A list of the names and addresses of its current Directors and Officers;
d) The Application for Recognition of Exemption and the determination letter issued by the Internal Revenue Service in connection therewith, if applicable; and
e) All other documents required to be maintained by the corporation at the principal office under applicable law or regulation.
ARTICLE 17 -- SEVERABILITY
The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.