The Learning Village Homeschool Resource Center

BYLAWS OF THE LEARNING VILLAGE HOMESCHOOL RESOURCE CENTER OF FRESNO
A Non-Profit, Public Benefit California Corporation
Adopted 6/11/09

ARTICLE I — NAME

The name of the organization is The Learning Village, Homeschool Resource Center of Fresno (hereafter “The Learning Village”).

ARTICLE II — PURPOSE

The purpose of The Learning Village is to provide educational and enrichment resources, materials, activities and classes, and support for families to educate their children at home.

ARTICLE III — PLACE OF BUSINESS

The Learning Village’s place of business is 1937 North Winery Avenue, Fresno, CA 93703.

ARTICLE IV — MEMBERSHIP

Section 1 — NonMembership Corporation:

The corporation shall not be a membership corporation. All actions by the corporation shall be taken by the corporation Board of Directors.

Section 2 —Designation of Volunteers and Contributors:

Notwithstanding that the corporation shall not have voting members; The Board of Directors (hereafter “The Board”) may designate volunteers and supporters of the corporation as “members” and other classifications in recognition of support of the purposes of the corporation (hereafter all classifications collectively “members”). The Board may grant qualifications, rights, and privileges for the various classifications of membership. There shall be no transferable rights from membership in The Learning Village.

The Board shall be responsive to the members in the operation and governing of The Learning Village.

Section 3 — Dues:

Member dues shall be determined by The Board. The Board will provide several possible schedules for the payment of member dues, and the members will choose which of these schedules they will follow.

Section 4 — Termination of Membership:

Membership may be terminated by nonpayment of dues or cancellation by the member, or by cancellation by The Board for just cause, which shall be defined as conduct materially and seriously detrimental to the interests or purposes of the corporation.

Any member who is to be terminated shall be given at least fifteen days prior notice of the termination and the reasons therefore and shall be provided an opportunity to be heard either orally or in writing at least five days prior to the effective date of the termination by a person or body authorized to rescind the termination. Notice may be given by personal delivery or mail, in which case it shall be first class or registered mail to the last address of the member on the corporation records.

Section 5 — Gathering of Members:

The Board shall encourage at least one annual gathering of all classifications of members and of guests at The Learning Village. Appropriate and fitting recognition of support for The Learning Village may be given at the annual gathering.

Adequate notice of the time and place of gatherings shall be provided to each member at least ten days in advance.

Section 6 — Reports to Members:

At least one annual written report on the activities and affairs of The Learning Village shall be made by The Board to the members and may be presented at the annual gathering of the members.

Section 7 — Notice to Members:

The Board shall designate a conspicuous place at The Learning Village for notices and reports from The Board to the members, as well as provide online notices and reports to members.

ARTICLE V — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation:

The Board is responsible for overall policy and direction of the association, as well as the responsibility of day-to-day operations.

Subject to the minimum of three and a recommended maximum of fifteen directors, required by the articles of incorporation, the authorized number of directors at any given time shall be the number of directors in office.

The Board receives no compensation other than reasonable expenses.

Section 2 — Terms:

All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3 — Meetings and notice:

The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each board member have written notice at least two weeks in advance. When the date, time or place of a regular meeting has been changed, notice shall be given either by mail, email or by phone to all directors, not less than three days in advance of that meeting.

During any given fiscal year, The Board may schedule meetings for the balance of the fiscal year and give notice thereof. Notice shall be given by phone or email not less than forty-eight hours in advance of special meetings.

Board meetings shall be open to members and invited guests. Executive sessions for Board members only shall be reserved for personnel matters and protection of the rights of privacy of directors, members, or third parties, or for sensitive TLV business.

Section 4 — Board elections:

During the last quarter of each fiscal year of the corporation, the Board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. The new officers shall assume their posts on the following July 1.

Section 5 — Election procedures:

New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Notice of the annual election of directors and the names of the persons on the nomination committee shall be posted at The Learning Village at least one month prior to the annual election.

The names and qualification of candidates shall be circulated in writing to The Board and shall be posted at The Learning Village premises at least two weeks prior to the annual election of directors.

Section 6 — Quorum:

A quorum must be attended by at least fifty percent of board members, rounded upward to a whole person, for business transactions to take place and motions to pass. All actions shall be taken by majority vote of the quorum, except as otherwise provided in these bylaws. No proxies are allowed.

Section 7 — Officers and Duties:

There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows:

The president shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer. The president shall appoint all committee chairs subject to Board approval.

The vice-president shall chair committees on special subjects as designated by the board, and shall assume duties of the president in absence or inability of the president to act.

The secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

The treasurer shall make a report at each Board meeting. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8 — Vacancies:

When a vacancy on the Board exists mid-term, the secretary must receive nominations for new members from present Board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.

Section 9 — Resignation, termination, and absences:

Resignation from the board must be in writing and received by the secretary. Such resignation shall be effective at the time specified in the notice, or if no time is specified, the resignation shall be effective immediately.

A Board member shall be terminated from the Board due to excess absences: more than three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

It shall be the responsibility of the absent director to notify a member of the Executive Committee regarding the reason for the absence; the Board shall grant the excuse.

Section 10 — Special meetings:

Special meetings of the board shall be called upon the request of the president, or one-third of the Board. Notices of special meetings shall be sent out by the secretary to each Board member at least two weeks in advance.

ARTICLE VI — COMMITTEES

Section 1 — Committee formation:

The Board may create committees as needed, such as fundraising, public relations, data collection, etc. The board President appoints all committee chairs. All committees shall keep a record of actions at meetings. Copies shall be presented to the Board at the next regular meeting, and a copy shall be kept on file in The Learning Village records.

Section 2 — Executive Committee:

The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors. Decisions of the Executive Committee shall be reviewed by The Board unless the Executive Committee has been given authority to act on behalf of The Board.

The Executive Committee shall keep a record of actions at its meetings. A copy of these minutes shall be provided to The Board of Directors at the next regular Board meeting.

A majority vote of all members of the Executive Committee shall be required to approve an action. All members of the Executive Committee shall be reached personally before an action can be approved.

The Executive Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be July 1-June 30. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to Board members and the public.

Section 3 — Special Committees:

The president may appoint, subject to Board approval, Ad Hoc committees from among the Board and members of The Learning Village. At least one of the members on each special committee shall be also a board member. A special committee shall be formed for such purpose specified at the time the committee is formed and shall dissolve upon completion of the assignment.

Section 4 — Quorum/voting:

A majority of the members of any committee constitutes a quorum, and all actions shall be taken by majority vote of such quorum.

ARTICLE VII — DIRECTOR AND STAFF

Section 1 — Executive Director: The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.

ARTICLE VIII — AMENDMENTS

Section 1 — Amendments:

These bylaws may be amended when necessary by two-thirds majority of the Board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular Board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on 6/11/09.