FCCPSA By-laws
ARTICLE I - NAME
Section 1.01 Name
The name of this Corporation shall be Florida Coalition of Christian Private Schools Accreditation, Inc. (sometimes referred to as FCCPSA or the Corporation in these Bylaws).
ARTICLE II - OFFICES
Section 2.01 Offices
The registered office of the Corporation shall be located at the address at the Registered Agent's address, or another such address has been assigned by the Board of Directors.
ARTICLE III - VISION, MISSION, PHILOSOPHY
The Florida Coalition of Christian Private Schools Accreditation, Inc. is organized exclusively for charitable, religious, and educational purposes within the scope of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, and Chapter 617 of the Florida Statutes.
Section 3.01 Vision
The FCCPSA supports the creation, growth, and diversity of high-quality Christian educational institutions, specifically in Christian commitment, K-12 Christian Private Schools, family community, and quality education and Child Care Facilities with a Religious component.
Section 3.02 Mission
The FCCPSA’s mission is to support administrators, schools and child care facilities by:
Section 3.03 Philosophy
The FCCPSA was founded and continues to be led by men and women devoted to Biblical truth and committed to propagating Christian values. All people have been created in ' 'God's image. Therefore, the FCCPSA actively supports organizations that seek to cultivate this understanding and assist them in fulfilling their purpose in the context of the varied methodologies incorporated by the individual school.
The FCCPSA recognizes that parents/guardians are responsible for the training of their children in all areas, including academics. The FCCPSA assists and holds accountable member institutions that partner with families in this high calling. The FCCPSA provides direction to Christian educational institutions on matters of academic and spiritual education, thereby developing a community that values truth, honor, and excellence.
The FCCPSA prepares member schools, child-care facilities, administrators, and staff for excellence and believes well-informed administrators will lead the way. When educational institutions apply the standards of excellence through the process of certification, accreditation, and professional development, communities enjoy the benefits of a safe and high-quality education.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.01 Identity
The business and affairs of the Corporation shall be managed by the Board of Directors (sometimes referred to as "Board" or "Directors" in these bylaws).
Section 4.02 Powers and Duties
The Directors, acting in their capacities as Directors, may exercise all such powers of the Corporation and do all such lawful acts as are permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, and Chapter 617 of the Florida Statutes. Without limiting the foregoing or the rights, responsibilities, or powers set forth elsewhere in these bylaws, the Board shall:
Section 4.03 Number and Qualification
The number of directors of the Corporation shall not be less than seven(7) and no more than eleven (11), the number of the same to be fixed by the directors at any board meeting. Members must fulfill the below items:
Section 4.04 Election and Term of Office.
Section 4.05 Removal
A Director may be removed by a majority vote of the Board if deemed in the best interests of the Corporation, but such removal shall be without prejudice to the rights, if any, of the person removed.
Section 4.06 Resignation
A Director may resign at any time upon written notification to the Chairperson. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in the notification or immediately upon a vote by a majority of the remaining Board.
Section 4.07 Vacancies
In the event of a vacancy on the Board, the Chairperson shall appoint a Nominating Committee to prepare a slate of nominees to fill the vacant seat. If the vacancy causes the Board to have less than seven (7) active members, the Board of Directors shall elect a successor to fill the remaining term of the position.
Section 4.08 Compensation
ARTICLE V- OFFICERS
Section 5.01 Structure and Authority
The officers of the Corporation shall consist of a Chairperson, Vice-Chairperson, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors and Membership Officers shall have such authority and perform such duties as provided by the Bylaws or as shall be prescribed by the Board from time to time. The Board of Directors may also elect other officers as the Board of Directors deems appropriate. In the event a qualified officer cannot be found for Vice-Chairperson, Secretary, or Treasurer, the Board may, by unanimous decision, elect a qualified committee person, preferably from an accredited school or Gold Seal facility or other qualified staff person to the position as a non-voting member.
Section 5.02 Election
The Board of Directors shall elect the officers at the annual meeting held in February of each calendar year. The elections shall follow the Board's policies, including acceptance of and adherence to the published non-conflict policies.
Section 5.03 Term
The officers serve for a term of three (3) years. Officers are eligible to be re-elected for a further term or terms, subject to limits as established in Board policy. The officers shall hold office until his or her term expires or is renewed or their resignation, death, or removal.
Section 5.04 Chairperson
The Chairperson shall act as the presiding officer at all meetings and coordinate the activities of the Board. The Chairperson also has the authority to appoint a Nominating Committee of any size. In addition, the Board Chairperson encourages the Board's role in strategic planning and leads the Board in evaluating board effectiveness, direction, and evaluation of the Chief Executive Officer/President.
Section 5.05 Vice-Chairperson
The Vice-Chairperson shall act in the absence of or at the request of the Chairperson, at which time she/he shall have all powers and functions applicable to the Chairperson. In addition, the Vice-Chairperson shall perform such functions and duties as may be specified by the Board.
Section 5.06 Secretary:
The Secretary shall:
Section 5.07 Treasurer:
The Treasurer shall be the custodian of the funds and shall work closely with the Chairperson and/or Chief Executive Officer to:
Section 5.08 Chief Executive Officer/President
The Chief Executive Officer/President shall oversee the daily operations of the organization, daily duties of all employees, and have general supervision and direction of the business and affairs of the Corporation, subject to the control of the Board, and shall report directly to the Board. The Chief Executive Officer/President shall be hired by a 2/3 vote by the Board of Directors through a contractual agreement. The CEO/President shall attend each board meeting as a non-voting member and serve as a liaison between the directors and the Membership of the Corporation. Termination of the Chief Executive Officer/President shall be by a vote of 2/3 of present Directors and within the contractual rights of both the CEO/President and the Corporation.
Section 5.09 Further Duties
All officers shall also be responsible for any actions specifically designated by any provision of these Bylaws.
Section 5.10 Removal
Any Officer may be removed by a 2/3 vote of the Board of Directors.
Section 5.11 Resignation
An Officer may resign at any time upon written notification to the Board of Directors. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in the notification, or immediately upon a vote by a majority of the remaining Board.
Section 5.12 Vacancy
In the event of a vacancy of any Officer, the Board of Directors shall at the next scheduled or special meeting of the Board elect by 2/3 vote, an officer to fill the remaining term of the vacant seat.
Section 5.13 Authority
No officer of the Corporation shall have any power or authority to borrow money on its behalf, pledge its credit, or mortgage its real or personal property, except within the scope and to the extent of the authority delegated by the Board's policy. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.
ARTICLE VI - BOARD MEETINGS
Section 6.01 Regular Board Meetings
There will be at least four scheduled Board Meetings throughout the year. Attendance to the meetings is defined as being physically present at the meeting or by video or teleconferencing.
Section 6.02 Special Meetings
Special Meetings of the Board may be called by the Chairperson or Vice-Chairperson, or by a majority of the Board. All Board members shall have at least two days advance written notice of any meeting. Such notice shall be provided in writing and may be delivered by United States Postal Service mailing or by means of electronic communication in the form of email or text messaging. The purpose of the special meetings will be to carry out any lawful business of the Corporation deemed necessary or urgent by the Board.
Section 6.03 Quorum and Actions
A Quorum, for the purpose of holding any official meeting of the Board, shall be 2/3 of the Directors that are in attendance.
Section 6.04 Advisors to the Board
At the discretion of the Board of Directors, special advisors may be appointed to provide counsel in all matters pertaining to the FCCPSA. Advisors to the Board may attend Board meetings but are non-voting.
Section 6.05 Presumption of Assent
A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail, return receipt requested, to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 6.06 Informal Action by the Board
Any action required or permitted to be taken by any provisions of the law of the Articles of Incorporation or these bylaws at any meeting of the Board of Directors, or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or such committee, as the case may be.
ARTICLE VII - COMMITTEES
Section 7.01 Creation of Committees
Committees may be formed by the Board of Directors as needed, each to consist of two (2) or more of the directors of the Corporation.
Section 7.02 Meetings
Regular meetings may be held with48-72 hours notice.
Section 7.03 Vacancies
Vacancies on a committee shall be filled by the Board of Directors assigned to the committee.
Section 7.04 Minutes and Recommendations
The committee shall keep regular minutes of their proceedings and provide a written report of any recommendations to the Board of Directors for final board approval.
ARTICLE VIII - INDEMNIFICATION
Section 8.1
The Corporation shall indemnify any director or officer who is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by he or she reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon an appeal of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 8.2
The Corporation shall indemnify any director or officer who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employees or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney' 's fees) actually and reasonably incurred by him or her in connection with the defense of settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the appropriate Florida court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the appropriate Florida court shall deem proper.
Section 8.3
Any indemnification under Article 8.1 or 8.2 (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper under the circumstances because he or she has met the applicable standard of conduct set forth in said Articles 8.1 and 8.2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum of disinterested directors, by independent legal (compensated by the Corporation) in a written opinion.
Section 8.4
The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which the Corporation's directors, officers, employees, or agents may be entitled under any bylaw, agreement, a vote of disinterested directors or otherwise, both as to actions in their official capacities and as to actions in any other capacity while holding such offices or positions. It shall continue as to a person who has ceased to be a director or officer and shall ensure the benefit of such person's heirs, executors, and administrators.
Section 8.5
Upon authorization by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VIII.
ARTICLE IX - TRANSACTION OF BUSINESS
Section 9.01 Contracts
The Board of Directors may authorize any office or officers, as agents of the Corporation, in addition to the officers so authorized by these bylaws, 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.
Section 9.02 Checks
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner, as shall from time to time be determined by resolution of the Board of Directors.
Section 9.03 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 9.04 Gifts
The Board of Directors may accept any contribution, gift, bequest, or devise for general purposes or for any special purpose of the Corporation on behalf of the Corporation.
Section 9.05 Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December.
Section 9.06 Appointment of Agents
The Board of Directors may select such executive agents, as it deems necessary to conduct the affairs of the Corporation. Such agents shall serve for designated terms or at will, as is deemed necessary in relation to their duties.
Section 9.07 Employment
The Board of Directors shall oversee the compensation of all employees. In all cases, compensation shall be reasonable as shown by comparison to compensation paid by other organizations in the same or similar circumstances.
Section 9.08 Finances
The Treasurer shall present a proposed budget at the meeting of the Board of Directors. Officers or the CEO may enter into any contract or agreement on behalf of the Corporation involving a sum in excess of two hundred and fifty dollars ($250) in any one instance or three thousand dollars ($3,000) in the aggregate during any fiscal year, without the approval of the Directors only if it is a Board-approved budget item. For all purchases over seven hundred and fifty dollars ($750) that are not already an approved budget item, the Board Treasurer shall sign the agreement or agree to the terms.
ARTICLE X – MEMBERS
Section 10.01 Types
Members may be recognized as Member Private Schools, Candidate for Accreditation, Accredited Member Private Schools, Religious Exempt Child Care Facilities, Candidate for Gold Seal Accreditation, and Gold Seal Accredited Child Care Facilities
Section 10.02 Member K-12 Private Schools
Eligibility for Membership requires the educational institution to:
Section 10.03 Candidate for Accreditation K-12 School
b)the K-12 Christian Private School Accreditation requirements and process as detailed in the K-12 Accreditation Manual
b)election of Board of Director members
Note: K-12 Schools and Gold Seal Child Care Centers that are under the same incorporation shall have one combined vote.
Section 10.04 K-12 Accredited School
b) the Candidate for Accreditation requirements of 10.03 and
c) the K-12 School Accreditation requirements and process as detailed in the K-12 School Accreditation Manual
d) Pay membership and accreditation fees by the deadline.
b) election of Board of Director members
Note: Gold Seal Care Centers that are under the same incorporation as the Accredited K-12 School shall have one combined vote.
Section 10.05 Five Year Self-Study and Site Visit Requirement for Accredited K-12 Private Schools:
Eligibility for Continued Accreditation requires the educational institution to:
Section 10.06 Religious Exempt from Licensure Child Care Facilities and After School Care Programs:
Eligibility The child care facility or after school care program must be:
Section 10.07 Gold Seal Quality Care Accreditation:
Child Care Facilities seeking Florida’s Gold Seal Quality Care Provider status in order to participate in the VPK Program are required to complete the rigorous Gold Seal Self Study Manual, which includes higher staff and academic requirements, in addition to the FCCPSA’s Religious Exemption standards and DCF’s non-violation policy standards. The process includes, but is not limited to:
b)the Eligibility and Accreditation Approval Process as detailed in the Gold Seal Accreditation Manual
Section 10.08 Probation
A Member, Candidate for Accreditation, Accredited K-12 Christian Private School, Religious Exempt Child Care Center, or Gold Seal Accredited Center could have their status put on probation by the FCCPSA Board on the recommendation of the CEO for non-compliance issues, and the Accreditation Committee or Board of Directors for any violation of policy. A program may be placed on probation if ' 'FCCPSA's Accreditation Committee has determined that the program is out of compliance such that the quality of the program is at risk, including but not limited to:
ARTICLE XI - LOSS OF STATUS AND APPEALS
Section 11.01 Reason for Loss of Status
Loss of Membership, accreditation, or partnership status by a K-12 Christian Private school or Child Care Facility or a change in membership may be imposed for failure to fulfill policies, procedures, criteria, standards, as specified and required by the FCCPSA in its official publications, announcements, and any other actions that the Board deems in conflict with its vision, mission, and philosophy.
Section 11.02 Standard Procedure
This loss of status change or probation shall become effective immediately or on the date specified on the notification. Notification will be sent by registered mail by the CEO upon authorization of the Board of Directors. At a regularly scheduled meeting or a special meeting, the Board of Directors shall give such authorization only after a majority vote of approval, with a quorum present.
Section 11.03 Appeals
Any school/program/center or person directly affected by actions taken in accordance with the provisions of these Bylaws may submit an appeal in writing to the Chairperson of the Corporation requesting a reversal or modification of the action taken.
ARTICLE XII - EDUCATIONAL PARTNERS
Section 12.01 Educational Partner
Educational Partners are those individuals or organizations that are approved by FCCPSA to provide educational services or products to all FCCPSA K-12 member schools and child care facilities.
Section 12.02 Types
b) The Board will set by policy the eligibility, approval, and maintenance of partnership status.
ARTICLE XIII - CONFLICT RESOLUTION
Section 13.01 Filing a Grievance
Before a parent or employee can file a grievance with FCCPSA against a member school, every effort to find a resolution must have been made first with the administration and then with the school's governing Board.
ARTICLE XIV – AMENDMENTS
Section 14.01 Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted under the following guidelines and/or procedures.
Consideration of any amendment(s) to these Bylaws must be submitted to the Board of Directors for review.
ARTICLE XV - NON-DISCRIMINATION
Section 15.01 Non Discrimination
TThe FCCPSA and those persons acting in official capacities on behalf of FCCPSA will not discriminate against any person or group of persons on the basis of age, gender, race, color, ethnic origin, or physical disability. FCCPSA reserves the right to establish such conditions of membership and standards as consistent with its purposes as stated in the Vision, Mission, and Philosophy statements to ensure the academic and professional quality of its membership in accordance with sound and established educational practices.
ARTICLE XVI – MISCELLANEOUS
Section 16.01 Affiliations and Endorsements
The FCCPSA does not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 16.02 Limited Liability
A Director shall not be personally liable for monetary damages for actions taken or failure to take any action unless the Director has breached or failed to perform the duties of his/her office.
Section 16.03 Dissolution
The Corporation may be dissolved only upon the adoption of a resolution by the Board of Directors proposing that the Corporation be dissolved and a unanimous vote of the Board members. Any such dissolution shall be conducted in accordance with the laws of Florida, provided that, after all liabilities and obligations of the Corporation have been satisfied, all assets shall be distributed according to state laws.
Revised 1-29-2022