The Consortium for
Classical and Lutheran Education
By-Laws
The undersigned, acting as directors of a nonprofit
Consortium in accordance with the provisions of the Uniform Unincorporated
Nonprofit Consortium Act, being Chapter 7, Title 53, Indiana Code, do hereby
adopt the following bylaws:
Article I
Name, Principle Office, and
Authorized Agent
1.1 Name.
The name of the
Consortium shall be the Consortium for Classical and Lutheran Education,
abbreviated hereafter as CCLE.
1.2 Principal Office.
The principle
executive office of the CCLE shall be:
1.3 Agent.
The agent authorized to
receive service of process shall be:
1.4 Registration and Change of Agent.
The Board of Directors is
authorized to register the name of the authorized agent with the office of the
Secretary of State of Indiana, or change the registered agent, pursuant to
Indiana Code Section 53-710.
Article II
Duration of Consortium
2.1 Duration
CCLE shall be an
association perpetual in its duration.
Article III
Purposes
3.1 Purposes.
The purpose of the CCLE is to
promote, establish and equip individuals and schools committed to confessional
Lutheran doctrine and a classical approach to education
3.2 Confession of Faith .
The Consortium and every
member accepts without reservation the canonical books of the Old and New
Testaments as the inspired and inerrant Word of God and all the Symbolical
Books of the Evangelical Lutheran Church as a true exposition of God’s Word.
Article IV
Consortium Membership
4.1 Members
Members accept without
reservation the Confession of Faith, Bylaw 3.2. Members are committed to the
"Marks of a Lutheran and
4.2 Privileges
Members are eligible to
vote in all matters brought to the floor at the Annual Meeting by the Board of
Directors, including the nomination and annual election of Term Directors to
the Board of Directors.
4.3 Application and Dues
Members are those who make
application, are accepted into membership, and are current with dues.
Article V
Board of Directors
5.1 Composition of Board.
The Board of Directors
shall be composed of seven (7) members, four (4) Permanent Directors and three
(3) Term Directors.
5.2 Powers.
Subject to the provision of
the Indiana Code and any limitations herein relating to action required to be approved
by the membership, all Consortium powers shall be exercised by or under the
authority of the Board of Directors. The
business of the Consortium shall be managed under the direction of the Board of
Directors.
5.3 Election and Term of Office of Directors.
(a) There shall be four (4)
Permanent Directors and three (3) Term Directors.
(b) Each of the Permanent Directors
shall be chosen and appointed by the Board of Directors.
(c) Each of the Term Directors
shall serve for a period of one year. Terms
of the elected Board members shall run from Annual Meeting to Annual Meeting. Term Board members may be nominated by any Consortium
Member and shall be elected by a majority of votes cast by Consortium Members
at the Annual Meeting
5.4 Vacancies on the Board of Directors
Any vacancy due to member
and/or Board action, death or resignation, may be filled by an affirmative vote
of a majority of the remaining directors
5.5 Qualifications of Directors
(a) Each director on the
Board of Directors shall be a Consortium Member and a member in-good-standing
of a Lutheran congregation.
(b) Paid staff members of
CCLE are excluded from voting membership on the Board. They are not excluded from ex officio
membership on the Board.
5.6 Directors' Meetings and Quorum
(a) The Board of Directors
of the CCLE shall meet from time to time as need dictates.
(b) Four (4) members of the
full Board plus the chairman or his designee shall constitute a quorum for the
purpose of transacting Board business.
(c) The Board may, as
circumstances dictate, adjourn to closed session from time to time to address
spiritual, personnel or disciplinary concerns.
(d) All meetings of the
Board shall be conducted according to Roberts' Rules of Order using a
pre-published agenda. Minutes of all
regular Board meetings will be maintained by the Secretary in a permanent
binder.
5.7 Board Officers
(a) The Board shall choose
one of its members to serve as Chairman of the Board, who shall preside over
the meetings of the Board of Directors.
The Chairman shall enjoy full privileges of voting and debate, but shall
be precluded from making motions while in the office of Chairman. In the absence of the Chairman, the Board
shall choose a vice-chairman to act in his place. The Chairman shall sign, with
the Secretary, any legal instrument or document approved by the Board of
Directors.
(b) The Board shall choose one of its members to
serve as Secretary of the Board and the Consortium, who shall cause to be kept
a book of minutes of all meetings and actions of Directors, committees, and
Consortium Members with the time and place of meeting, the names and number of
members present, and the proceedings thereof. The Secretary shall cause to be
kept a membership register, showing the names of all Consortium Members and
their addresses. The Secretary shall cause notice to be given of all meetings
of the Board of Directors and the Consortium, as may be required by the Bylaws.
The Secretary shall sign, with the Chairman, any legal instrument or document
approved by the Board of Directors.
(c) The Board shall choose one of its members to
serve as Treasurer of the Board and the Consortium, who shall cause to be kept
and maintained adequate and correct books and records of accounts of the
properties and business transactions of the Consortium, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The
Treasurer shall cause to be deposited all moneys and other valuables in the
name and to the credit of the Consortium with such depositories as may be
designated by the Board of Directors. He
shall cause the funds of the Consortium to be disbursed as properly directed,
and he shall render to the Board of Directors an account of all his
transactions as Treasurer and of the financial condition of the Consortium.
5.8 Board Action
(a) The Board will be
considered to have acted when, and only when, in a duly-constituted Board meeting,
a proposal is moved, seconded, discussed, and passed by the appropriate majority.
(b) No director, officer,
staff member or employee of the CCLE may represent anything as being the
position of the CCLE unless the position has been duly approved by formal
action of the Board of Directors as set forth above.
5.9 Ex-officio Board Members
The Board of directors may designate non-voting,
ex-officio members of the board by a two-thirds majority vote of the full Board. Their term of service shall continue at the
discretion of the Board. Ex-officio
members of the Board may serve as "at-large" representatives of CCLE.
5.10 Ad Hoc
Committees.
The Board of Directors may, by resolution passed by a majority,
designate such ad hoc committees as may be appropriate, consisting of two or
more Board members, and others, as deemed necessary to carry out the activities
and purposes of the Board. All
committees serve at the pleasure of the Board and may be comprised of Board
members, regular and ex-officio, and any others who may be approved to serve by
a majority vote of the Board.
5.11 Removal of Directors
Any member of the Board of
Directors may be removed by a majority vote of the Board.
Approved by the