Clarksville Academy - Promoting Academic Excellence, Moral Integrity, Physical Growth, and Civic Responsibility

By Laws

By Laws

ARTICLE 1: NAME, REGISTERED AGENT, PRINCIPAL OFFICE AND MISSION AND INDEMNIFICATION

Section 1.01. Name.

The name of this corporation is The Clarksville Academy.

Section 1.02. Registered Agent.

The registered agent of The Clarksville Academy (hereinafter referred to as the “Academy”) is the registered agent named in the Articles of Incorporation of the Academy or such other registered agent as may be designated, in accordance with the provisions of law, from time to time by the Board of Trustees of the Academy (hereinafter referred as the “Board”).

Section 1.03. Principal Office.

The principal office of the Academy shall be 710 N. Second Street, Clarksville, Tennessee 37040, or such other place as may be designated from time to time by an action of the Board.

Section 1.04. Mission.

Clarksville Academy is an independent, college preparatory school committed to the development of academic and moral excellence in every student.

Section 1.04a. Board Mission.

To assure a quality education for generations of Clarksville Academy students by securing and maintaining a sound financial foundation, appointing and evaluating the Head of School and addressing issues relevant to the long-term stability of the institution.

Section 1.05. Indemnification.

The Academy may, by resolution of the Board, provide for indemnification by the Academy of any and all of its trustees or officers or former trustees or officers, as well as other past and present employees, agents or representatives of the Academy, against expenses, including defense costs, actually, necessarily and reasonably incurred by them in connection with any action, suit or proceeding in which they or any of them are made parties, or a party by reason of their having performed services for the Academy except in relation as to matters as to which any such individual shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of his services, or matters which are settled by agreement predicated on the existence of such liability.

ARTICLE 2: MEMBERSHIP, QUALIFICATIONS FOR MEMBERSHIP, TERMS OF OFFICE, HONORARY TRUSTEES, ELECTION OF NEW MEMBERS

Section 2.01. Membership.

All members will sign a code of ethics as attached.

The members of the Board shall be elected to membership pursuant to these by-laws.

The Board size shall be no fewer than eleven (11) and no greater than fifteen (15) voting members as deemed appropriate regarding the goals, objectives and planned activities of the school.

The Board Chairman will designate one board member who will attend each meeting of the Clarksville Academy Parent Association. The designee must call an alternate in the even that he or she is unable to attend.

Section 2.02. Qualification for Membership.

The qualifications of the trustees are that they be citizens and residents of the United States of America over the age 25 years. No trustee may receive a salary from the Academy for his service as a trustee. A trustee may be compensated by the Academy for his, or her, travel, out-of-pocket and other expenses incurred in serving as such trustee, provided that such expenses have been approved by the Finance Committee of the Board of Trustees. At least one parent and one alumnus shall serve on the Board.

With the exception of the Head of School, no member of the Academy’s staff or faculty shall be elected to the Board of Trustees. The head of school shall not have a voting right.

No trustee shall seek employment with the Clarksville Academy unless a letter of resignation from the Trustee has been submitted to the Chair and has been duly accepted. The Head of School shall inform the Board in a timely manner in any case that such a hire is contemplated.

Section 2.03. Terms of Office.

The terms of office of the elected members of the Board shall be three (3) years and shall expire in May of the third year by which time their successors shall have been elected. The terms of approximately one-third of the elected Board members shall expire each year. No trustee shall be allowed to serve more than six (6) consecutive years, including any partial terms served, with the exception of the Treasurer and Secretary or immediate past Chair who may serve in those offices, without vote, during their one year period of ineligibility. No trustee who has served six consecutive years shall be eligible for re-election as a voting member within a period of one year from the end of the six year period.

Section 2.04. Honorary Trustees.

An honorary trustee may be designated as a means of honoring an individual who has shown outstanding support to the Academy or who has exhibited exceptional service to the Academy, maintains a presence in the community or has experience, background, or technical knowledge that would benefit the school. Honorary trustees are not placed on the active roster of the Board of Trustees and are not expected to attend regular meetings of the Board but may attend by invitation of the Board.

Section 2.05. Removal.

Any individual trustee may be removed from office without cause by a two-thirds vote of the Board entitled to vote at a special meeting of the Board expressly called for that purpose or at the next regularly scheduled board meeting. Such a special meeting may be called by a petition signed by at least one-third of the Trustees entitled to vote and presented to the Secretary of the Board. Once the petition is presented to the Secretary, the special meeting may be called within twenty-one (21) calendar days giving at least ten (10) days written notice to all Trustees identifying the purpose, time and place of the special meeting or regular scheduled meeting. In addition, any Trustee may be removed from office if the Trustee misses three regularly scheduled meetings of the Board by a majority vote of the remaining Board members.

Section 2.06. Vacancies.

A vacancy on the Board resulting from the death, resignation or removal of a Trustee may be filled by an affirmative vote of the majority of the remaining Trustees after being referred by the Committee on Trustees. A Trustee elected to fill a vacancy will be elected for the unexpired term of the predecessor Trustee.

ARTICLE 3: MEETINGS

Section 3.01. Annual Meetings.

The annual meeting of the Board of Trustees shall be held in Clarksville, Tennessee, or at such other place as is designated by the Chair or Vice Chair, in May of each year.

Section 3.02. Regular Meetings.

Regular meetings of the Board of Trustees may be held at any such time on the call of the Chair, or in the event of his or her absence, inability or unwillingness to act, the Vice Chair or any three Trustees. Said meeting may be held at any time and place. Special meetings of the Board shall be held at least quarterly, in three quarters not including the quarter in which the annual meeting is held.

Section 3.03. Notice of Meetings.

A written notice of the time and place of each annual meeting and each regular meeting shall be given to each Trustee not less than seven (7) days before such a meeting. Special meetings of the Board may be held on two (2) days notice of the meeting, said notice to be given personally by verbally, e-mail, or mail. A meeting may be called on by the Chair, Vice Chair, or any three (3) Trustees, with proper notice being waived upon motion and second and duly voted upon at said meeting, thereby declaring all action taken at said meeting valid as though the usual notice had been given. All meetings may be called in the same manner as an emergency meeting but with proper notice.

Section 3.04. Business Transacted.

It shall be the duty of the Chair to inform the Head of School of the business transacted at any meeting at which the Head of School is not present within seven (7) days after the meeting. Any business of which a Trustee did not receive notice, but which is passed on, (as in the case of being absent from a meeting or not receiving notice of a meeting even though notice was sent), shall be as valid as though transacted in the presence of the Trustee so long as a properly assembled majority of the Board of Trustees passed on such business. Notice shall be given in the form of written minutes at the next regular meeting at which time objections can be heard.

Section 3.05. Quorum.

A majority of the voting Trustees shall constitute a quorum. A majority of such quorum present at the time and place of any meeting of the Board of Trustees shall be sufficient to act upon any proposition that may come before the Board, and any number of Trustees less than quorum may adjourn a meeting from time to time without further notice until a quorum attends.

Section 3.06. Attendance at Meetings.

All members of the Board of Trustees are expected to and shall attend all meetings of the Board.

Section 3.07. Voting Procedures.

a) Voting.

When a quorum is present at a Board meeting, the majority vote of the Trustees present at the meeting will determine any question brought before the meeting, unless the question is one on which a higher vote is required by law, the Articles of Incorporation, or these By-Laws, in which case such higher vote will be required. Only persons who are entitled to vote pursuant to these By-Laws on the date on which notice of a meeting is mailed will be entitled to vote at the meeting unless some other day not less than ten (10) days before the date of the meeting has been fixed by the Board for determination of members of record.

When voting on any question brought before the Board, each member shall be entitled to one (1) vote and may not cumulate his or her votes.

b) Voting by Voice or Ballot.

Voting by members will be by voice, count or ballot as requested by any member.

c) Proxies.

Proxies are not recognized at Board meetings either for the determination of a quorum or for voting on motions presented to the Trustees for their approval.

d) Consent of Absentees.

No defect in the calling or notice of a Board meeting will effect the validity of any action at the meeting if a quorum is present, and if either before or after the meeting, each Trustee not present in person or present only for the purpose of objecting to the failure to properly give notice, consents to the holding of the meeting, or approves the minutes thereof, and such waiver, consent or approval is filed with the Academy records or made a part of the minutes of the meeting.

e) Trustee Dissent.

A Trustee who is present at a Board meeting at which action on any Academy matter is taken and who does not vote in favor of such action will be presumed to have assented to the action unless such Trustee votes against the action or abstains from voting on the action and said objection or abstention is noted in the minutes of the Board.

f) Duality of Interest.

Any Trustee must disclose to the Board prior to the beginning of the term of service as a Trustee, and annually thereafter, any duality of interest, including but not limited to the areas listed herein. Prior to the initiation of any contract resulting in a duality of interest, a Trustee must disclose to the Board the nature and condition of the conflict of interest. Duality of interest shall be defined as any contract or commitment negotiated and entered into by the Board of Trustees and any such business, corporation, or individual that will result in the direct fiduciary gain by a Trustee as a partner, owner, or employee of said business or corporation, as a spouse of a partner, owner, or employee of said business or corporation, or as an individual or spouse of an individual entering into a fiduciary contract with the Board of Trustees. Work-study appointments awarded to Trustees or their immediate families shall be considered to be subject to this disclosure requirement.

Any Trustee, upon disclosure of said duality, shall not vote or use his personal influence on the matter, and he shall not be counted in determining the quorum of the meeting. Said Trustee shall be excused from the meeting prior to the vote of the Board. The minutes of the meeting shall reflect that the disclosure was made, the abstention from voting, and the body of the quorum.

To avoid all appearances of impropriety, the Board of Trustees shall seek multiple bids for contracts that would directly result in any duality of interest for any Trustee. The result of such bids shall be reviewed by the Finance Committee for recommendations to the Board.

All new Trustees will be advised of this policy prior to assuming the duties of the office. It is the Trustees’ responsibility to keep the Board advised of any duality of interest.

Section 3.08. Conduct of Meetings.

The Chairperson, or in the Chairperson’s absence, the Vice Chairperson, will act as chairperson of the meeting. The chairperson will conduct the meeting in accordance with Roberts Rules of Order. The Secretary of the Board or in the Secretary’s absence, the person selected by the chairperson of the meeting, will act as Secretary of the Board meeting. Proper decorum will be maintained throughout the meeting.

ARTICLE 4: POWERS OF THE BOARD OF TRUSTEES

All of the affairs and business of the Academy will be managed by the Board in a manner consistent with these By-Laws and other applicable state, local and federal constraints. The Board will focus on: (a) strategic planning and the annual agendas derived from the resulting planning document(s); (b) policy setting and policy implementation consistent with and pursuant to the planning document(s); and (c) employment and evaluation of a Head of School who will function as the Chief Operations Officer, on the Board’s behalf, of the operations-level implementation of the planning document’s component parts.

The Board may make appropriate delegations of authority to the Board’s Chairperson and/or to the Head of School and, to the extent permitted by law, by appropriate resolution the Board may authorize one or more Board committees to act on its behalf when it is not in session.

In addition to the general powers conferred by these By-Laws, the specific powers of the Board will include, without limitation, the power to:

a) elect its officers from among the Board members;

b) receive and hold by purchase, gift, etc., real or personal property for educational purposes connected with or for the benefit of the Academy;

c) develop and revise as needed both an overall strategic plan and a strategic financial plan derived therefrom, and, thus, to develop revenue sources and to establish expenditure systems consistent with the furtherance of the strategic plan and the strategic financial plan;

d) approve an annual budget consistent with the strategic financial plan;

e) fix compensation and benefits for the Head of School;

f) conduct and provide an annual evaluation to the Head of School;

g) having hired the Head of School, either extend the Head of School’s contract in a systematic and timely manner or, in likewise manner, bring it to closure;

h) grant and confer diplomas (via the Head of School and the faculty) to those completing the Academy’s courses of study; and

i) amend these By-Laws as necessary.

ARTICLE 5: COMMITTEES

Section 5.01. Committee Structure and Function.

Committee structure and function will be determined annually by a process that begins with the Board Chair’s reexamination of the strategic plan. The Board Chair shall consult with the Head of School, the Executive Committee, and the members of the Board in the preparation of annual board agenda followed by a determination of the exact committee structure most appropriate for fulfilling that agenda.

Having in such manner determined the Committee structure and Committee functions, the Board Chair will appoint Committee Chairs, and in consultation with the Committee Chair, develop lists of Trustees and non-Trustees to fill the roles in each Committee with the individuals best suited to advance that Committee’s charge and thereby, the overall strategic plan during the year. The Board Chair may remove a Committee Chair or member with or without cause.

Although the strategic approach mitigates against the concept of standing committees, five committees are required to be renewed annually regardless of the exact Board agenda that is developed: Executive Committee, Committee on Trustees, Head Evaluation Committee, Finance Committee, and Development/Major Gifts Committee.

The Chair may then designate committees as needed to carry out the strategic plan.

Section 5.02. Special Committees.

Special committees may be appointed as deemed necessary by the Chair of the Board of Trustees.

Section 5.03. Terms of Committee Membership.

Chair and members of the standing committee shall be appointed by the Chair of the Board of Trustees at the beginning of each Board year to serve for that one year. In the event a Committee Chair would like to add one or more persons to his or her Committee, he may do so with approval of the Board Chair.

A majority of the members of all committees shall be chosen from among the members of the Board. However, a minority of any standing Committee may be chosen from non-Trustees. The Chair of each standing Committee shall be a member of the Board of Trustees.

The Chair of the Board or his or her designee and the Head of School shall be ex-officio members of all Committees without Committee vote. The Head and Chair shall receive notice of all committee meetings. The Head of School shall not be a member of the Head Evaluation Committee.

Standing Committees shall at the direction of the Chair from time to time report their activities to the Chair of the Board and the Board of Trustees and shall make recommendations directly to the Board on matters referred to them or falling within their respective fields of interest. All Committees shall be empowered to designate from among their members sub-committees to perform such functions as necessary to meet the objectives of the Committee. Anything to the contrary notwithstanding, all members of the Executive Committee shall be chosen from among the members of the Board of Trustees.

Section 5.04. Executive Committee.

The Executive Committee shall make recommendations only to the Board of Trustees regarding the management of the business and affairs of the corporation except in instances when power to act in the name of the corporation has been specifically authorized by the Board of Trustees. Minutes of each meeting of the Executive Committee shall be presented at the next meeting of the Board of Trustees for ratification or such action as deemed necessary by the Board of Trustees. All members of the Executive Committee shall serve on the Finance Committee. The Board Chair shall be Executive Committee Chair.

The Executive Committee shall be comprised of the Chair, Vice Chair, Secretary, Treasurer, and immediate past Chair.

Section 5.05. Committee on Trustees.

A Committee on Trustees will be formed for the purposes and activities listed following:

(1) The Committee on Trustees will periodically review the strategic plan to ascertain what sort of people, by experience, by profession, by education and training and interpersonal skills will fulfill the Board’s personnel needs in upcoming years.

(2) The Committee on Trustees will then profile the Board, listing the ideal characteristics implicit in the most appropriate members needed for the fulfillment of the strategic plan’s goals (e.g., expertise in finance, land development, non-profit marketing, non-profit management, plant maintenance and access to a variety of affluence networks).

(3) The Committee on Trustees will then identify individuals whose characteristics and backgrounds (cumulatively) fulfill the Board’s personnel needs.

(4) The Committee on Trustees will then formulate a cultivation plan to bring those individuals to eventual Board (and/or Board committee) membership.

(5) The Committee on Trustees will oversee the cultivation process.

(6) The Committee on Trustees will, at the appropriate time, nominate cultivated individuals for Board and/or Board committee membership.

(7) The Committee on Trustees in cooperation with the Head of School and the Board Chair will devise and implement an annual Board orientation session(s) for the newly elected members.

(8) The Committee on Trustees will conduct an evaluation of the Board on (at least) an annual basis. This evaluation will be based upon the level of excellence with which the Board will have met its annual Board agenda. The evaluation will focus upon the Board’s overall success but will include individuals and individual committees (including the Board Chair and the Executive Committee) as needed and as appropriate. The objective of the evaluation will be the ongoing strengthening of the Board.

Section 5.06. Head Evaluation Committee.

The Head Evaluation Committee will work in concert with the Head of School to delineate several annual major objectives for the Head of School, each of which clearly advances the strategic plan and/or corrects an operations-level weakness or problem.

The Head Evaluation Committee shall conduct an annual evaluation of the Head of School, using agreed upon criteria, and report the results of that evaluation to both the Head of School and the Board of Trustees.

Section 5.07. Finance Committee.

A Finance Committee shall be appointed by the Board Chair in order to develop the details of a strategic financial plan (a subset of the overall strategic plan), and to develop and recommend to the full Board an annual operations budget that will conform to and efficiently advance the strategic plan and its financial components.

Section 5.08. Development/Major Gifts Committee.

A Development/Major Gifts Committee shall be appointed by the Board Chair in order to develop the details of an overall external affairs and institutional advancement framework consistent with, and in furtherance of, the strategic plan. As circumstances warrant, the major gifts program may be organized under a separate subcommittee, reporting to the Development Committee.

Section 5.09. Other Committees.

In addition to standing committees, the Chair of the Board of Trustees shall appoint such committees and designate such members as shall be required to investigate, formulate, or implement the policies of the Board and such committees shall operate in accordance with the above description.

ARTICLE 6: OFFICERS OF THE CORPORATION

Section 6.01. Officers.

The officers of the corporation shall consist of a chair, a vice chair, a secretary, a treasurer, and such additional assistance to any of the foregoing or other officers as may be appointed by the Board of Trustees.

Section 6.02. Chair’s Powers and Duties.

The Chair of the corporation shall be the Chair of the Board of Trustees. He or she shall preside at all meetings of the Trustees and Executive Committee at which he or she is present. He or she shall, when directed by the Board of Trustees, sign with the proper officers of the corporation all contracts, securities and other obligations of the corporation in the name of the corporation. He or she shall perform such other duties as may from time to time be assigned to him or her by the Board of Trustees and shall have a general oversight over the affairs and finances of the Academy and keep the board informed.

Section 6.03. Vice Chair.

In the event of the absence or disability of the Chair, the duties of the office of Chair shall be fulfilled by the Vice Chair.

Section 6.04. Secretary.

The Secretary shall keep the minutes of all meetings of the Board of Trustees and of the Executive Committee. He or she shall attend to the giving and serving of all notices for the corporation. He or she shall attest the signatures of the proper officers to all contracts and securities in the name of the corporation. He or she shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Trustees, and such other duties as may from time to time be imposed upon him or her by the Board of Trustees, the Executive Committee, or the Chair.

Section 6.05. Treasurer.

The Treasurer shall have responsibility for funds and securities of the corporation which may come into his or her hands and shall, if required by the Trustees at any time, give such bond as the Board of Trustees or the Chair may require. The Treasurer shall also prepare or cause to be prepared and shall present to the Board of Trustees at its regular, called and annual meeting a complete financial report and balance sheet showing the gross and net income and operating expenses of the corporation for the same period. The Treasurer shall also, whenever required by the Board of Trustees or the Chair, render a statement of the finances of the corporation to them or to the Chair.

Section 6.06. Resignation, Ineligibility to Serve, Death.

If the Chair resigns, becomes ineligible to serve or dies, the Vice Chair shall immediately assume the chairmanship and shall serve in this capacity for the remainder of the unexpired term. If the Vice Chair resigns, becomes ineligible to serve or dies, a Chair as well as a Vice Chair shall be elected at the next meeting of the Board of Trustees.

Section 6.07. Election, Term of Office, Qualifications.

Officers shall be elected at the December meeting of the Board from among the Trustees to serve in the following year. They shall assume their positions at the same time the newly elected Trustees assume their positions and shall serve until they are succeeded, removed from office, resign or deceased. Officers of the Board, other than the Chair, may succeed themselves an unlimited number of times. The Chair of the Board may not serve as Chair for more than two (2) consecutive years but may be reelected if an intervening period of at least twelve (12) months transpires during which he or she is not serving as Chair. No person may be more than one officer of the Academy at the same time. Should an officer be removed from office by a meeting of the Board, his replacement shall be elected at that same meeting or at a following special meeting of the Board. Should an officer resign, the Board may either elect a replacement by a majority vote at a Board meeting at which a quorum or at a special meeting of the Board called expressly for that purpose.

Section 6.08. Removal of Officers.

Any officer may be removed from office with or without cause by a two-thirds vote of the members entitled to vote at a special meeting of the Board expressly called for that purpose. Such a special meeting may be called by a petition signed by at least one-third (1/3) of the Trustees entitled to vote and presented to the Secretary of the Board. Once the petition is presented to the Secretary, the special meeting of the Board must be called within twenty-one (21) calendar days and at least ten (10) days written notice to all members identifying the purpose, place, and time of the special meeting. New officers may be elected at the special meeting of the Board to fill the unexpired term of the officer(s) removed from office. No other business may be conducted at the special meeting of the Board unless it was identified in the meeting notice.

ARTICLE 7: OFFICIALS OF THE ACADEMY

Section 7.01. Head of School.

The Head of School shall be the chief administrative official of the Academy and shall carry out the mission of the school, meet the strategic goals, and enforce the operational policies established by the Board of Trustees. He or she shall be an ex-officio member of the Board of Trustees without vote. He or she shall be an ex-officio member, without vote, of each committee – standing or temporary – except the committee to recommend salary or other provisions of the Head of School’s contract. Carrying out the policies established by the Board of Trustees, the Head shall have broad powers which include the general supervision over the academic and administrative operations of the Academy; directing and prescribing the course of study and discipline, including the reasonable application of punishment, to be observed therein; employing and, subject to the condition in this section hereafter set forth, discharging for cause all personnel under his or her supervision and prescribing their duties, salaries, and terms of office; preparing and submitting to the Board of Trustees annually and in no event later than the last Board meeting of the academic year a proposed budget for the operation of the Academy for the next academic year.

Any person employed by the Academy under a contract of employment for a term of one year or more who has been discharged by the Head of School shall have the right within twenty-one (21) days thereafter to file a written application with the Executive Committee of the Board of Trustees for a review of his or her discharge. Where such an application for review has been made to the Executive Committee of the Board of Trustees, the employee may be reinstated only after investigation and report by the Board of Trustees at a special meeting to be held within twenty-one (21) days following the filing of the application.

ARTICLE 8: AMENDMENTS

Section 8.01. By-Laws Amendments.

New by-laws may be adopted or these by-laws amended or appealed by an affirmative vote of two-thirds of the full Board, provided that the proposed changes are distributed in writing to the full Board thirty (30) days in advance of any meeting at which changes are to be considered.

ARTICLE 9: DISSOLUTION

In the event of the dissolution or final liquidation of the corporation, none of the property of the corporation nor any of the proceeds thereof shall be distributed to or divided among any of the Trustees of the corporation to inure to the benefit of any individual. After all liabilities and obligations of the corporation have been paid, satisfied, and discharged, or adequate provision has been made therefore, all remaining property and assets of the corporation shall be distributed to one or more non-profit organizations that meet the following criteria:

a. such organizations shall be organized and operated exclusively for charitable, scientific, research or educational purposes.

b. transfers of property to such organizations shall, to the extent then permitted under the statutes of the United States, be exempt from federal gift, succession, inheritance, estate, or death taxes (by whatever name called);

c. such organizations shall be exempt from federal income taxes by reason of §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent federal tax law).

ARTICLE 10: MISCELLANEOUS PROVISIONS

Section 10.01. Authority to Execute Documents and Instruments.

The Board, except as otherwise provided in these by-laws, may authorize any director, officer, employee or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy, and such authority may be general or confined to specific instances; and, unless so authorized (including authorization by other provisions of these by-laws), no director, officer, agent, or employee has any power or authority to bind the Academy by any contract or engagement or to pledge its creditor to render it liable for any purpose or in any amount.

Section 10.02. Inspection of Books and Records.

The books and records of the Academy will be available for inspection as authorized by the Board or any government agency as necessary except for: (i) items that would allow one to deduce who is receiving financial aid; (ii) items relating to the evaluation of specific Academy employees’ performance unless it becomes an issue of discharge or litigation; and, (iii) student grades, evaluations, and disciplinary records unless they become part of a Board inquiry. In no case, will information expressly required by statute to be made available be withheld. Trustees may examine such books and records at all reasonable times in accordance with the policies and procedures established by the Board for such access.

Section 10.03. Fiscal Year.

The fiscal year of the Academy shall be from August 1 to the following July 31.

Section 10.04. Method of Accounting.

The Academy’s books will be kept under such methods of accounting as described by law, GAAP as established from time to time by the Board. Financial statements and reports will be prepared monthly working from the Academy’s records in accordance with the policies and procedures established by the Board for such reports.

Section 10.05. Relation to Applicable Law and Articles of Incorporation.

These By-Laws are subject to, and governed and controlled by, in the following order, applicable law and the Articles of Incorporation.

Section 10.06. Non-Discrimination Policy.

The Academy shall admit students of any race, color, or national or ethnic origin to all the rights, privileges, programs and activities generally accorded or made available to students of the Academy. The Academy shall not discriminate on the basis of race, color or national or ethnic origin in administering its educational policies, admissions policies, scholarships, loan programs, athletic programs, if any, and any of its other programs and policies.

The Academy shall not discriminate on the basis of race, color or national or ethnic origin in the employment of its faculty, administrative staff and other employees, and shall act, and maintain actions consistent with laws imposed by governing authorities to which it is subject.