TIPTON CHRISTIAN ACADEMY BY-LAWS ARTICLE I MISSION STATEMENT

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1 TIPTON CHRISTIAN ACADEMY BY-LAWS ARTICLE I MISSION STATEMENT The mission of Tipton Christian Academy provides academic excellence through a Christ-centered bible-based education that challenges students to be reliant on the Lord Jesus Christ in preparation to be Christian leaders in society. ARTICLE II DUTIES OF THE BOARD OF DIRECTORS As a ministry of First Baptist Church Covington, the Board of Directors shall perform the duties and meet the standards of conduct specified under the Tennessee Nonprofit Corporation Act. In so doing, the Board shall perform the following duties and such other duties as may be necessary. (a) (b) (c) (d) (e) (f) (g) Establish such policies as are necessary to carry out the provisions of the Charter and these Bylaws. Hire and review the performance of the chief administrator, Director of Schools. Determine ways and means for obtaining the necessary funds for operating the School and establish how these funds shall be used. Select one or more accrediting agencies by which the School shall be accredited and ensure that the School meets the accreditation standards thereof. Collectively and individually pray for the School. Collectively and individually work to maintain the unity of the School. Be familiar with, adhere to and advocate the Matthew 18 principle, which provides a biblical basis for handling disputes among brothers. Section 1. Schedule and Notice ARTICLE III MEETINGS OF THE BOARD AND ITS COMMITTEES Whenever, under the provisions of these Bylaws, notice is required to be given to any Director or officer, such notice shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing same in a post office or letter box in a sealed envelope, via facsimile, or . Any Director or Officer may waive any notice required to be given under the Bylaws. 1 of 5

2 ARTICLE IV MEMBERSHIP Section 1. Number of Directors The Board of Directors will consist of 8 voting members. One of the eight Board Members will be an active Deacon at First Baptist Church. The Director of Schools and the Pastor of First Baptist Church will be non-voting ex-officio members. Section 2. Composition of the Board As a ministry of First Baptist Church Covington, the Board shall consist of First Baptist Church Members who are in good standing with First Baptist Church Covington for a minimum of one year. Board Members are nominated by the First Baptist Church Committee on Committees and Tipton Christian Academy Board recommendations. The nominations are voted on by the church body and must pass a 2/3 majority vote. Section 3. Terms of Directors Terms of Directors shall be for four years. Terms shall begin on January 1st and end on December 31st. No director shall serve two (2) consecutive terms. If a director is elected to fill the unexpired term of a director who resigned or was removed by the Board, such director shall be eligible to serve an additional consecutive term thereafter. After serving one term, a director must leave the Board for a period of one (1) year before being eligible for re-election. Despite the expiration of a director s term, the director continues to serve until a successor is elected and qualifies, or until there is a decrease in the number of directors. ARTICLE V OFFICERS Section 1. Number The School Board shall have a Chairman of the Board, a Vice-Chairman, a Secretary and a Treasurer. Any office may be combined, except that the offices of Chairman and Secretary shall be separate. Section 2. Qualifications of Officers The Chairman, Vice-Chairman, Secretary and Treasurer shall be Directors. Section 3. Election The Board, by its January meeting, shall choose the Chairman, Vice-Chairman, Secretary and Treasurer to serve for the ensuing year. Affirmative vote of two-thirds (2/3) of all Board 2 of 5

3 members shall be required for the election of these new officers. Any vacancy occurring in any office of the Board shall be filled by the Board in accordance with these Bylaws, as stated in Article IV, Section 2. Section 4. Other Officers and Agents The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 5. Term of Office Removal The officers of the Board shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of two-thirds (2/3) of the full Board. Section 6. Powers and Duties CHAIRMAN The Chairman shall preside at all meetings of the Board and of the Executive Committee and shall be a member ex-officio of all committees, with right to vote, and act on behalf of the Board. Section 7. Powers and Duties VICE CHAIRMAN The Vice Chairman shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties and have such other powers as the Board may from time to time prescribe. Section 8. Powers and Duties DIRECTOR OF SCHOOLS The Director of Schools shall perform all duties and exercise all powers as may be prescribed or required for the general and active operation of business of the School. The Director of Schools shall have the authority to execute contracts on behalf of the School except where required by law to be otherwise executed and except where the execution thereof shall be expressly reserved by the Board or delegated to another officer or agent of the School. More specifically, the Board reserves the right to approve all debt, lease, or real estate contracts. Section 9. Powers and Duties SECRETARY The Secretary shall attend all meetings of the Board and provide for the recording of all the proceedings of the meetings of the Board in a book to be kept for that purpose. He shall give or cause to be given notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board Chairman, under whose supervision he shall be. TREASURER Section 10. Powers and Duties The Treasurer shall provide a report of the financial condition of the School at each meeting of the Board and shall generally perform the duties incidental to the office of Treasurer and shall 3 of 5

4 ensure the safekeeping of the books of account showing the financial transactions of the School. Section 1. Committee Formation ARTICLE VI COMMITTEES From time to time the Board, by majority vote of all Directors comprising the Board, may establish such committees as may be needed to carry out effectively the work of the Board. The Board shall define a charter for each such committee that sets forth the committee s responsibilities and authority. Any committee so created may be dissolved by the Board at any time. Section 2. Committee Membership Both Directors and other natural persons may serve as members on committees. At the start of each fiscal year, for each Board-approved committee the Chairman shall appoint its members and from that membership the committee chairman; such appointments become effective when approved by the Tipton Christian Academy Board of Directors. During the year the chairman may appoint additional members or remove current members; such appointments and removals shall become effective when approved by the Board. Except in the event of the removal or resignation of a committee member or dissolution of a committee by the Board, once appointed and approved committee members shall serve until the Board approves committee memberships. ARTICLE VII LIABILITY A director shall have no personal liability to the School for monetary damages for breach of fiduciary duty as a director, except that such liability shall not be eliminated or limited in instances where such elimination or limitation is prohibited by law. ARTICLE VIII INDEMNIFICATION The corporation shall indemnify any director, officer or employee, or former director, officer or employee of the corporation, or any person who may have served at its request as a director, officer or employee of another non-profit corporation, and each such director, officer or employee shall be entitled without further act on his part to indemnity from the corporation against any judgments, expenses, including attorney fees, actually and necessarily incurred by him in connection with any action, suit or proceeding or any appeal therein, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a director, officer or employee (whether or not a director, officer or employee at the time such judgments or expenses are incurred by or imposed upon him), except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty, or to have breached his duty to the corporation under the laws of the state in which its corporation was incorporated. The corporation may also reimburse 4 of 5

5 to any director, officer or employee the reasonable amounts paid in settlement and reasonable expenses including attorney fees, of any such action, suit or proceeding, if it shall be found by a majority of the directors that it was to the interest of the corporation that such settlement be made and that such director, officer or employee was not guilty of gross negligence or willful misconduct in the performance of duty or to have breached his duty to the corporation under the laws of the state in which this corporation was incorporated. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law or under any by-law, agreement, or otherwise. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such director, officer or employee, and shall in no event be construed to enlarge the rights of indemnification provided under the laws of the state in which this corporation was incorporated. ARTICLE IX SCHOOL AFFILIATED ORGANIZATIONS Section 1. One or more School Affiliated Organizations and such other parent-teacher or parent organizations as needed shall be established for the promotion of the general interest of the School. These organizations shall be a partnership with Tipton Christian Academy and work toward unity of Tipton Christian Academy s mission statement. Each organization that has a Charter or Bylaws must have them approved by the Tipton Christian Academy Board. Section 2. All such organizations shall exist at the pleasure of the Tipton Christian Academy Board and shall raise funds and conduct business on behalf of Tipton Christian Academy only as authorized to do so by the Board. Section 3. The Tipton Christian Academy Board shall approve the presidents (or equivalents) of all such organizations prior to their election or appointment. The presidents (or equivalents) of all such organizations shall serve at the pleasure of the Tipton Christian Academy Board. The presidents (or equivalents) shall be available to meet with the Tipton Christian Academy Board as the Board deems necessary. Section 4. Although the Board of Directors may grant an organization some discretion and oversight in the use of funds raised by the organization, all funds raised by authorized Tipton Christian Academy organizations are the property of the School; shall be used only to accomplish the tax exempt purposes of the School; and may be used by the Board of Directors as it deems best. ARTICLE X AMENDMENTS At any meeting these Bylaws may be amended by a two-thirds vote of the all Directors comprising the Board provided that two weeks' notice has been given to each Board member stating the desired change. Adopted: July 1, of 5