Families United Network Academy Inc.
Section 1. Principal Office
The principal office of the corporation is located in Cape May County, State of New Jersey.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office may be changed by amendment
of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county
by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment
of these Bylaws:
New Address: ____________________
Dated: ________, 20__
New Address: ____________________
Dated: ________, 20__
New Address: ____________________
Dated: ________, 20__
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation,
where it is qualified to do business, as its business and activities may require, and as the board of directors may, from
time to time, designate.
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3)
of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be:
(a) to establish a non-profit private religious school, operated by a charitable organization, with
any required state licensing and accreditation.
(b) to maintain a regularly enrolled student
body, an established curriculum and a full-time regular faculty
(c) to have the normal functions, operations, programs and pursuits incidental to a fully recognized
and operational nonprofit private religious center of learning for elementary and secondary education
(d) to admit students of any race, color, national and ethnic origin to all the rights, privileges,
programs and activities generally accorded or made available to students at the school. This school will not discriminate
on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions policies,
scholarship and loan programs, and athletic and other school-administered programs.
Section 1. Number
The corporation shall have three directors and collectively they shall be known as the Board of Directors.
Section 2. Qualifications
Directors shall be of the age of majority in this state. There shall be no other qualifications for
directors of this corporation.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation
and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation,
the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under
the direction of the Board of Directors.
Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles
of Incorporation, or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe
the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or
telegraphed to them at such addresses shall be valid notices thereof.
Section 5. Term of Office
Each director shall hold office for a period of one year and until his or her successor is elected
Section 6. Compensation
Directors shall serve without compensation except that they shall be allowed reasonable advancement
or reimbursement of expenses incurred in the performance of their duties.
Section 7. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the
board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section 8. Regular Meetings
Regular meetings of Directors shall be held on the second Tuesday of each month at 1:30 P.M., unless
such day falls on a holiday, in which event the regular meeting shall be held at the same hour and place on the next Tuesday.
If this corporation makes no provision for members, then, at the regular meeting of directors held
annually in June, directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written
ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to
be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected
shall be elected to serve on the board.
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President,
the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the
laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation
or, if different, at the place designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the
following provisions shall govern the giving of notice for meetings of the Board of Directors:
a. Regular Meetings. No notice need be given of any regular meeting
of the board of directors.
b. Special Meetings. At least one week prior notice shall be given by
the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written,
may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date and time
of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director
to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four
hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to
be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of
this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be
equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law,
no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion
which the Chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action As Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions
of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no
such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence,
by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority
of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board,
provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such procedures as may be approved from time to time by the board of
directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws
or with provisions of law.
Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director,
and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President,
the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.
No director may resign if the corporation would then be left without a duly elected director or directors in charge of its
affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with
the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies
on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a
quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining
director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors
or until his or her death, resignation or removal from office.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest
extent permissible under the laws of this state.
Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution
authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer,
employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against
such liability under the Articles of Incorporation, these Bylaws or provisions of law.
Section 1. Designation Of Officers
The officers of the corporation shall be a President, a Secretary and a Treasurer. The corporation
may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
such officers with such titles as may be determined from time to time by the Board of Directors.
Section 2. Qualifications
Any person may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office
until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected
and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any
officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the
corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein,
and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The
above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified
by the Board of Directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer
shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy
may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring
in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control
of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or
she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles
of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another
person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of
the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly
provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board
Section 7. Duties of Vice President (if elected in the future)
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice
President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to
all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be
prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
Section 8. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws
as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine,
a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by
law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of
each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership
book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney,
on request therefor, the Bylaws, the membership book and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be
required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time
by the Board of Directors.
Section 9. Duties Of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and
deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected
by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation,
or to his or her agent or attorney, on request therefor.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions
as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to
be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be
required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or
her from time to time by the Board of Directors.
Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of
Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for
services actually rendered to or for the corporation.
Section 1. Executive Committee
There shall be no designation of an Executive Committe.
Execution of Instruments, Deposits and Funds
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any
officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer,
agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise
required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the
corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise
for the nonprofit purposes of this corporation.
Corporate Records, Reports and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board and, if this corporation has members,
of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called,
the notice given and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class
of membership held by each member and the termination date of any membership;
d. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall
be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept
at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect
the validity of any such instrument.
Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights
to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other
provisions of these Bylaws and provisions of law.
Section 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection
rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses and voting rights, at reasonable
times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection
rights are requested.
b. To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable
charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to
vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date
specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested.
The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the
corporation or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records or minutes of proceedings of the members or
of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose
reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation
as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
Section 5. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and
the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered
to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time
limits set by law.
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code),
and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any
political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities
not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal
Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable
to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of
the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment,
of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government,
for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a)
of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not
to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined
in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c)
of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under
Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of
the Internal Revenue Code.
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws
of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be
altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of
this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason,
the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation,
Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document
of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such
sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we
consent to, and hereby do, adopt the foregoing Bylaws, consisting of thirteen preceding pages, as the Bylaws of this corporation.
Dated:August 9, 2004 and signed by directors - originals available upon request