fresno adventist academyseventh-day adventists, the pacific union conference of seventh-day...

CONSTITUTION

of the

Fresno Adventist Academy

A Member of

the Sisterhood of

Seventh-day Adventist Schools

March 1, 2015

Table of Contents

Article I IDENTITY

1.1 Name

1.2 Vision and Mission Statement

1.3 Ownership

1.4 Non-Discriminatory Policy

1.5 Organizational Model

Article II CONSTITUENCY

2.1 Authority and Responsibilities

2.2 Constituency Members

2.3 Admission

2.4 Withdrawal

2.5 Meetings

2.6 Delegates

Article III BOARD OF TRUSTEES


3.2 Board of Trustees Membership

3.3 Election of Trustees

3.4 Organization of the Board

3.5 Meetings

Article IV STANDING

COMMITTEES


4.2 Establishment of Standing

Committees

4.3 Membership and Officers

4.4 Meetings

4.5 Strategic Planning and

Marketing Committee

4.6 Education Ministries

Committee

4.7 Finance Committee

4.8 Development Committee

Article V SUBCOMMITTEES


5.2 Establishment of

Subcommittees


5.4 Meetings

5.5 Personnel Subcommittee

5.6 Campus Planning and Facilities

Subcommittee

5.7 Governance Subcommittee

5.8 Nominating Subcommittee

5.9 Technology Subcommittee

Article VI FINANCIAL PLAN

6.1 Financial Support

6.2 Budget

6.3 Implementation

Article VII AMENDMENTS OR

REVISIONS

7.1 Procedure for Amending or

Revising the Constitution

7.2 Two-thirds Majority Vote

7.3 Thirty Day Notice

Article VIII CONTINGENCIES

8.1 Catastrophic Events

8.2 Dissolution

Appendix

Appendix A

Appendix B

-1-

CONSTITUTION

Fresno Adventist Academy

Article I

1. IDENTITY

1.1 Name - The educational institution shall be known as Fresno Adventist Academy.

1.2 Vision and Mission Statement

1.2.1 Vision Statement – Every student a disciple of Christ.

1.2.2 Mission Statement – The Mission of Fresno Adventist Academy is to disciple

students into a saving relationship with Jesus Christ, while pursuing academic excellence

and integrity.

1.3 Ownership - Fresno Adventist Academy is a non-profit educational association that

functions within the educational system of the Central California Conference of Seventh-

day Adventists, an administrative unit of the Seventh-day Adventist denomination, and

is operated by constituent Seventh-day Adventist churches and companies located in the

greater Fresno area. Title to the real property comprising the school’s campus is vested

in the Central California Conference Association of Seventh-day Adventists, a California

non-profit corporation, which holds title for the benefit of Fresno Adventist Academy.

Fresno Adventist Academy is an integral part of the Central California Conference of

Seventh-day Adventists, the Pacific Union Conference of Seventh-day Adventists, and

the North American Division of the General Conference of Seventh-day Adventists.

This constitution is intended to be in harmony with the policies of those organizations

and with the generally accepted tenets and practices of the Seventh-day Adventist

denomination. If any conflict arises between the Constitution and those policies, tenets

or practices, the latter shall prevail.

1.4 Non-Discriminatory Policy - Fresno Adventist Academy admits students of any race,

color, gender, national or ethnic origin, to all the rights, privileges, programs and

activities generally offered or made available to students in the school. It does not

discriminate on the basis of race, color, gender, national or ethnic origin in

administration of its educational policies, admissions policies, scholarship and loan

programs, and other school administered programs.

1.5 Organizational Model - Fresno Adventist Academy shall be governed and operated by

the Constituency, Board of Trustees, standing committees, and subcommittees. Each of

the above groups has specific powers and responsibilities and interaction between them

is specified in this constitution and outlined in the organizational model.

(See Appendix A.)

-2-

Article II

2. CONSTITUENCY

2.1 Authority and Responsibilities - The Constituency shall have the operational authority

and responsibility for Fresno Adventist Academy. This authority shall include, but not

be limited to, the following responsibilities:

2.1.1 To approve plans and policies as designed and developed by the Board of

Trustees.

2.1.2 To review, modify and adopt the constitution and bylaws, and subsequent

amendments and revisions thereof.

2.1.3 To establish and designate standing committees of the Board of Trustees.

2.1.4 To provide the necessary ways and means to enable Fresno Adventist Academy

to fulfill its mission, goals, and objectives.

2.1.5 To support Fresno Adventist Academy in its mission, goals, and objectives.

2.1.6 To encourage and enable students of constituent churches and companies to

attend Fresno Adventist Academy.

2.2 Constituency Members

2.2.1 The constituency of Fresno Adventist Academy shall consist of the membership

of Seventh-day Adventist churches and companies as defined by Central

California Conference of Seventh-day Adventist policies.

2.2.2 The constituency of Fresno Adventist Academy shall also include: The Executive

Officers of the Pacific Union Conference of Seventh-day Adventists, the

Executive Officers of the Central California Conference of Seventh-day

Adventists, the Director of Education of the Pacific Union Conference of

Seventh-day Adventists (or designee), and the Superintendent of Education of the

Central California Conference of Seventh-day Adventists (or designee).

2.3 Admission - Churches and companies applying for admission to this constituency shall

be received by a majority vote of the delegates at a duly called constituency meeting,

subject to approval by the Central California Conference.

2.4 Withdrawal - A church or company desiring to withdraw from the constituency must

submit such request to the Board of Trustees no later than January 1 prior to the

beginning of the school’s fiscal year (July 1) for which the withdrawal is to take effect.

No church or company may withdraw from constituency without a two thirds majority

-3-

vote at a duly called constituency meeting, subject to the approval of the Central

California Conference.

2.5 Meetings

2.5.1 Purpose - The constituency of Fresno Adventist Academy at a duly called

meeting shall have full authority to act on behalf of the school in any matter

within the scope of policies, procedures, and goals of the educational system of

the Seventh-day Adventist Church, subject to the Constitution of Fresno

Adventist Academy.

2.5.2 Regular Meetings - Scheduled meetings of the constituency shall be held at least

once per year. Constituency meetings shall be open to all members of the

constituent churches or companies with voting rights vested in delegations duly

elected by the constituent churches and companies.

2.5.3 Special Meetings - The Board of Trustees, upon request of any constituent church

board, shall call a special constituency meeting. The Board of Trustees may also

call a special constituency meeting at its own discretion.

2.5.4 Chairperson - The chairperson of the Board of Trustees shall preside at

constituency meetings, and in his absence the vice-chairperson of the Board shall

preside.

2.5.5 Notice of Meetings - Notice of all special and regular meetings of the

constituency shall be provided to all constituent churches and companies thirty

(30) calendar days or more preceding the date of the meeting.

2.5.6 Quorum - Seventy-five (75) delegates shall constitute a quorum to transact

business at a constituency meeting, provided that three-fifths (3/5) of the

constituent churches are represented and two (2) officers of the Board of Trustees

are present. The members present at a duly called or held meeting at which a

quorum is present may continue to transact business until adjournment, even if

enough members have withdrawn to leave less than a quorum, if any action taken

(other than adjournment) is approved by at least a majority of the members

required to constitute a quorum.

2.5.7 Parliamentary Procedures - Robert's Rules of Order shall constitute the

parliamentary procedures to be followed at a constituency meeting unless other

governing rules are adopted by a three-fourths (3/4) majority of all the delegates

present at a duly called constituency meeting.

2.5.8 Agenda - The agenda of all constituency meetings shall be approved by the Board

of Trustees, except as provided for in 2.5.8.1 and 2.5.8.2. Nothing shall be placed

on the agenda relating to Fresno Adventist Academy personnel actions or

disciplinary actions against students. The executive secretary shall distribute the

-4-

agenda to all constituent churches and companies at least fourteen (14) days prior

to the day of the meeting.

2.5.8.1 Initiative Constitutional Amendments - Proposed initiative constitutional

amendments do not require Board of Trustee approval to be placed on

the agenda, if the outline in 7.1.2 is strictly followed.

2.5.8.2 Items of Business - Any constituent church or company in a regular

church business meeting may, by a majority vote, place an item on the

agenda for the school constituency meetings. If an item is placed on the

agenda in this manner it is to be considered new business and will

follow old business on agenda. In order to be included on the agenda it

must be given to the principal of Fresno Adventist Academy at least

thirty (30) days prior to the scheduled meeting.

2.6 Delegates

2.6.1 Selection Process - Each constituent church or company shall elect one (1)

delegate for each forty (40) church members or major fraction thereof. In no

instance shall any church or company have less than one (1) delegate.

2.6.2 Term of Representation - An elected delegate shall serve for all regular and

special constituency meetings during the Academy fiscal year (July 1 - June 30)

in which they are elected.

2.6.3 Roster of Delegates - A delegate list from each constituent church shall be

provided to the Board of Trustees at least fourteen (14) days prior to the

scheduled meeting, so the agendas and other pertinent documents can be

conveyed to the delegates and alternates.

2.6.4 Delegates-at-Large

2.6.4.1 The executive officers of the Pacific Union Conference of Seventh-day

Adventists.

2.6.4.2 The members of the Board of Trustees of Fresno Adventist Academy.

2.6.4.3 The members of the administration, faculty, and supporting staff at

Fresno Adventist Academy.

2.6.5 Voting Rights - Only those delegates physically present at the constituency

meeting shall have voting rights. Each delegate shall have only one (1) vote.

-5-

Article III

3. BOARD OF TRUSTEES

3.1 Authority and Responsibilities - The Board of Trustees shall have the authority and the

responsibility to act on behalf of the constituency at all times between duly called

constituency meetings. This authority shall include, but not be limited to, the following

responsibilities:

3.1.1 To implement plans and policies voted by the constituency in session.

3.1.2 To approve annual operating and capital budgets including annual tuition and

church subsidy rates.

3.1.3 Review and approve reports from the Principal and administration of Fresno

Adventist Academy.

3.1.4 To recommend to the Central California Conference Board of Education the

employment, transfer, assignment or termination of all administrators, faculty,

and classified staff according to all governing educational codes.

3.1.5 To review and approve all student expulsions and parent/guardian appeals as per

Central California Conference and Pacific Union Conference educational codes.

3.1.6 To elect members upon recommendations of the Nominating Subcommittee to,

delegate responsibilities to, receive reports from, and adopt recommendations and

findings of, all standing committees and/or subcommittees.

3.1.7 To create, combine, or dissolve sub-committees and ad-hoc committees.

3.1.8 To create and approve an annual report and an agenda for all constituency

meetings (in accordance with 2.5.8).

3.1.9 To encourage and participate in fund raising for Fresno Adventist Academy and

to encourage and promote all board approved organizations (i.e. Home and

School Association, Alumni Association, etc.).

3.2 Board of Trustees Membership - Membership on the Board shall be as follows:

3.2.1 Elected Members. Each constituent church or company shall be represented by

no less than one (1) board member. Each constituent church shall be entitled to a

second board member when the registered membership of that church exceeds

three hundred (300); a third board member when its registered membership

exceeds six hundred (600); a fourth board member when its registered

membership exceeds nine hundred (900); a fifth board member when its

registered membership exceeds twelve hundred (1200); etc. (See Appendix B)

-6-

3.2.1.1 Each constituent church or company may elect an alternate board

member who shall represent the church as a voting member in the

absence of the regular board member.

3.2.2 The Fresno Adventist Academy faculty shall elect one (1) representative to the

Board. This faculty representative shall be a non-voting member, and shall be

excused from the meeting when the Board of Trustees is called into executive

session.

3.2.3 Ex officio members of the Board shall be as follows:

3.2.3.1 Principal and vice-principal of Fresno Adventist Academy.

3.2.3.2 Business manager and development officer of Fresno Adventist

Academy.

3.2.3.3 The presidents of Fresno Adventist Academy’s Home and School

Association and the Alumni Association.

3.2.3.4 The executive officers and the Superintendent of Education, or designee,

of the Central California Conference of Seventh-day Adventists.

3.2.3.5 The Director of Education of the Pacific Union Conference of Seventh-

day Adventists.

3.2.3.6 One (1) pastor from each constituent church or company.

3.2.4 Seventh-day Adventist churches or companies not members of the constituency but

which send students to the Fresno Adventist Academy on a regular basis may, at the

invitation of the Board of Trustees, elect a representative to the Board of Trustees,

such representatives to be considered non-voting members of the board. Non-voting

representatives shall not serve as members of standing or subcommittees.

3.2.5 When the Board of Trustees is called into executive session (as defined by Roberts

Rules of Order), membership will consist of elected board members (with the

exclusion of current Fresno Adventist Academy students and/or faculty), pastors,

and specific ex officio members stated in sections 3.2.3.1, 3.2.3.4, 3.2.3.5, and such

other persons whose presence the Board of Trustees shall determine to be in the best

interest of Fresno Adventist Academy.

3.3 Election of Trustees

3.3.1 Members of the Board of Trustees from each constituent church or company shall be

elected in the same manner as all other church officers. Fresno Adventist Academy

-7-

personnel or spouses shall not be eligible for election by churches to serve as

Trustees.

3.3.2 Elected Board members shall serve for two (2) year terms commencing July 1

and ending June 30.

3.3.3 When a duly elected member of the Board resigns by notification to the Board, it

shall be the duty of the secretary of the Board to notify the appropriate church or

company so that they may act promptly to elect a new member to their own two

(2) year term.

3.3.4 Any Board member, who is not an ex officio member, that misses two (2)

consecutive regularly scheduled meetings or misses a total of four (4) regularly

scheduled meeting in a calendar year will automatically forfeit their position on

the Board unless the regularly scheduled meeting date or time was changed. The

secretary of the Board shall notify the appropriate organization so they can elect a

replacement. Membership requirements stated elsewhere in this constitution shall

not be contravened by this section.

3.4 Organization of the Board

3.4.1 Officers - An elected trustee is qualified to serve as the chairperson or vice-

chairperson of the Board, subject to the provisions of sections 4.3.6 and 5.3.6.

(For school personnel matters the Board of Trustees shall be chaired by the

Central California Conference of SDA Superintendent of Education, or designee.)

The officers of the Board shall be the following:

3.4.1.1 Chairperson

3.4.1.2 Vice-Chairperson

3.4.1.3 Executive Secretary

3.4.2 Duties of Officers

3.4.2.1 Chairperson - It shall be the duty of the chairperson to call and preside at

all meetings of the Board of Trustees, to communicate at least quarterly

with constituent church board chairpersons on matters relating to Fresno

Adventist Academy, and to serve as an ex officio member of all standing

committees.

3.4.2.2 Vice-Chairperson - It shall be the duty of the vice-chairperson to fulfill

all the responsibilities of the chairperson in their absence, to serve as the

chairperson of the Strategic Planning and Marketing Committee, and to

serve as an ex officio member of all subcommittees.

-8-

3.4.2.3 Executive Secretary - The principal of Fresno Adventist Academy shall

serve as executive secretary of the Board of Trustees. The executive

secretary shall maintain all minutes and other records of the Board of

Trustees, standing committees and subcommittees, deliver a monthly

financial statement to each member, and serve as an ex officio member

of all standing and subcommittees.

3.4.3 Election of Officers - The officers of the Board of Trustees, together with all

members of the standing committees and subcommittees, shall be recommended

to the Board of Trustees by the Nominating Subcommittee. The term of office for

the chairperson and vice-chairperson of the Board of Trustees shall be one year,

and each may serve additional consecutive sequential one year terms.

3.5 Meetings

3.5.1 Regular Meetings - Regular meetings of the Board of Trustees shall be held

monthly. No regular meetings shall be held in July, November, and March.

Announcement of all regular meetings of the Board of Trustees shall be provided to

all constituent churches and companies for publication. A change of meeting date

of a regular meeting shall require a written notice to be mailed to each Board

member at least seven (7) day prior to the meeting, or notice may be delivered to

each Board member by any means of electronic communication.

3.5.2 Special Meetings - Special meetings of the Board of Trustees may be called by

the chairperson at any time. Notice of a special meeting shall be as follows: A

written notice shall be mailed to each Board member at least seven (7) days prior

to the meeting, or notice may be delivered to each Board member by direct word,

or by any means of electronic communication no later than seventy-two (72)

hours prior to the time appointed for the meeting.

3.5.3 Emergency Meetings - In extreme cases an emergency meeting of the Board of

Trustees may be called by the chairperson for the sole purpose of resolving the

emergency. An emergency meeting will require a twenty-four (24) hours notice

by direct word, or by any other means of electronic communication to each Board

member.

3.5.4 Governance - All Board of Trustees meetings shall follow the parliamentary

procedures set forth in Robert’s Rules of Order.

3.5.5 Quorum - Fifty percent plus one (50% + 1) of the elected members shall

constitute the quorum to transact business at a Board of Trustees meeting,

provided that three-fifths (3/5) of the constituent churches are represented and

two (2) officers of the Board are present. The members present at a duly called

or held meeting at which a quorum is present may continue to transact business

until adjournment, even if enough members have withdrawn to leave less than a

-9-

quorum, if any action taken (other than adjournment) is approved by at least a

majority of the members required to constitute a quorum.

3.5.6 Open Board Meetings - All meetings of the Board shall be open to all members

of the constituent churches and companies, except for executive sessions.

3.5.7 Addressing the Board - A request by a non-Board member to address the Board

shall be approved by the chairperson prior to the regular meeting. The Board

chairperson may assign any such appearance to a standing committee or sub-

committee, or the Board of Trustees subject to the discretion of the chairperson.

-10-

Article IV

4. STANDING COMMITTEES

4.1 Authority and Responsibilities - It shall be the responsibility of the standing committees

to act on behalf of the Board in the analysis and recommendations assigned to them by

the Board of Trustees. All actions of the standing committees are reported to and are

subject to review by the Board of Trustees. Standing committee actions requiring funds

not approved in the annual operating budget must be approved by the Board prior to the

expenditure of said funds.

4.2 Establishment of Standing Committees

4.2.1 The standing committees hereby established are as follows: Strategic Planning

and Marketing, Education Ministries, Finance, and Development, subject to the

powers set forth in 4.1.

4.2.2 Standing committees can only be created, combined, or dissolved by the

Constituency in a duly called meeting.


4.3.1 Standing committees shall consist of members of the Board of Trustees. Officers

and members of the committee shall be appointed by the Board of Trustees upon

recommendation by the Nominating Sub-committee in consultation with the

Board of Trustees.

4.3.2 Members of the standing committees shall include individuals, when possible,

who possess professional, licensed, technological knowledge and/or current

knowledge and experience, specific to each standing committee and its work.

4.3.3 Standing committees shall consist of at least five (5) members.

4.3.4 An elected standing committee member who misses two (2) consecutive

quarterly meetings, or three (3) consecutive meetings if the committee meets on a

monthly or bimonthly basis, will automatically forfeit their position on the

standing committee and their respective church or company will be notified,

unless the regularly scheduled meeting date or time was changed.

4.3.5 The chairperson and the executive secretary of the Board of Trustees shall each

be an ex officio member of all standing committees.

4.3.6 The chairperson of a standing committee must be a member of the Board of

Trustees. A standing committee chairperson cannot concurrently serve as a

chairperson of another standing committee or subcommittee, or as an officer of

the Board of Trustees, with the exception of the vice-chairperson of the Board of

-11-

Trustees (note sections 3.4.2.2 and 4.5.2.1). The term of office for a chairperson

of a standing committee shall be one year, and may be followed by additional

consecutive sequential one year terms.

4.3.7 For school personnel matters the committee involved shall be chaired by the

Central California Conference of SDA Superintendent of Education, or designee.

4.3.8 The recording secretary of each standing committee shall submit the minutes of

the meeting to the executive secretary of the Board of Trustees within a period of

seven (7) days.

4.3.9 When a standing committee is called into executive session (as defined by

Roberts Rules of Order), membership will exclude all non-administrative faculty

and staff. In addition, all students currently attending Fresno Adventist Academy

are excluded.

4.4 Meetings

4.4.1 Regular Meetings - Regular meetings of the standing committees shall be held at

least quarterly with the exception of the Finance Committee. Committees may

meet at any time on majority approval of the members of the committee or as

called by the chairperson of the committee. The chairpersons of the standing

committees shall meet regularly with the Board of Trustees chairperson and

executive secretary to review and set agendas.

4.4.2 Governance - All standing committee meetings shall follow the parliamentary


4.4.3 Quorum - Fifty percent plus one (50% + 1) of the members shall constitute a

quorum to transact business at a standing committee meeting, provided that one

(1) officer of the standing committee is present. The members present at a duly

called or held meeting at which a quorum is present may continue to transact

business until adjournment, even if enough members have withdrawn to leave

less than a quorum, if any action taken (other than adjournment) is approved by at

least a majority of the members required to constitute a quorum.

4.4.4 Open Committee Meetings - Except for executive sessions, all meetings of the

standing committees shall be open to all members of the constituent churches and

companies. Requests by non-committee members to address the committee shall

be approved by the committee chairperson prior to the meeting. The chairperson

may assign any such appearance to another standing committee, subcommittee, or

the Board of Trustees – subject to the discretion of the committee chairperson.

-12-

4.5 Strategic Planning and Marketing Committee

4.5.1 Authority and Responsibilities - In addition to those described in Section 4.1, the

Strategic Planning and Marketing Committee shall have the authority and

responsibility to oversee the development and implementation of Fresno

Adventist Academy’s Master Plan and its Mission Statement. This authority

shall include the following responsibilities:

4.5.1.1 To prepare one (1) year, five (5) year, ten (10) year, and twenty (20)

year strategic and marketing plans and policies for review and approval

by the Board of Trustees, and to implement those plans and policies as

directed by the board. A report shall be made at the annual constituency

meeting.

4.5.2 Membership and Officers - In addition to the regulations established in section

4.3, the members of the Strategic Planning and Marketing Committee shall be as

follows:

4.5.2.1 The chairperson of this standing committee will be the vice-chairperson

of the Board of Trustees.

4.5.2.2 The Fresno Adventist Academy faculty representative to the Board of

Trustees.

4.6 Education Ministries Committee


Education Ministries Committee will assure that Fresno Adventist Academy is

making measurable progress toward fulfilling its mission and goals and is

providing quality service. Tasks that are to be conducted include the following:

4.6.1.1 Study and understand student/constituency profiles.

4.6.1.2 Study the ramifications of school program expansion or contraction.

4.6.1.3 Prepare policy recommendations pertaining to academics, student life,

community service and mission.

4.6.1.4 Review and recommend alignment of Board Policy with school

philosophy, stated in its mission and goals.

4.6.1.5 Monitor organization and program evaluations verifying that both meet

WASC (Western Association of Schools and Colleges) standards.

4.6.2 Membership - Committee membership shall conform to section 4.3.

-13-

4.7 Finance Committee

4.7.1 Authority and Responsibilities - In addition to the provisions of section 4.1, the

Finance Committee shall have the following duties:

4.7.1.1 Ensure accurate financial records are maintained and that appropriate,

accurate and timely financial reports are made available to the Board of

Trustees and its auditors.

4.7.1.2 Prepare and review budgets for presentation to the Board.

4.7.1.3 Review the annual audit.

4.7.1.4 Ensure compliance with all relevant legal and regulatory financial

requirements.

4.7.1.5 Ensure that sound financial practices and advice are provided in relation

to the school’s long term planning.

4.7.1.6 Implement the Financial Plan (Article VI) for the school. The Finance

Committee shall be responsible for setting one (1) year, three (3) year,

and five (5) year annual operating and capital budgets including annual

tuition and church subsidy rates, based on the recommendations of the

Board of Trustees, Strategic Planning Committee, and Education

Ministries Committee.

4.7.1.7 To oversee and administer Fresno Adventist Academy endowment funds

4.7.2 Membership - In addition to the regulations established in section 4.3, the

business manager of Fresno Adventist Academy shall serve as an ex officio

member of the Finance Committee.

4.7.3 Meetings - Regular meetings of the Finance Committee shall be held monthly.

4.8 Development Committee

4.8.1 Authority and Responsibilities - In addition to the provision of Section 4.1, the

Development Committee shall have the following duties:

4.8.1.1 Oversee and foster successful ongoing fundraising opportunities.

4.8.1.2 Establish and promote a strong alumni organization.

4.8.1.3 Develop partnerships with individual donors, businesses, and

endowment charities for the sole purpose of support for Fresno

Adventist Academy.

-14-

4.8.2 Membership - In addition to the regulations established in section 4.3, the

Development Committee shall include one member from each constituent church

or company. Membership may include Board of Trustee members or members of

the constituency who are not serving on the board of trustees. All members of the

Development committee shall be voting members.

-15-

Article V

5. SUBCOMMITTEES

5.1 Authority and Responsibilities - Subcommittees act on behalf of the standing committees

and the Board of Trustees by performing analysis and making recommendations

concerning matters assigned to them by the standing committees or the Board of

Trustees. Subcommittee actions requiring funds not approved in the annual operating

budget must be approved by the Board prior to the expenditure of said funds.

5.2 Establishment of Subcommittees

5.2.1 The subcommittees hereby established are as follows: Personnel, Campus

Planning and Facilities, Governance, Nominating and Technology, subject to the

powers stated in 5.1.

5.2.2 Subcommittees may be created, combined, or dissolved by the Board of Trustees

at a duly called meeting. Any such changes shall be reviewed and approved by

the constituency at the next duly called constituency meeting.


5.3.1 Subcommittee membership may include members of the constituency who are

not serving on the Board of Trustees. If the subcommittee member is not a

member of the Board of Trustees, they will serve as a voting member. Officers

and members of the subcommittee shall be appointed by the Board of Trustees

upon recommendation by the Nominating subcommittee. (Exception:

Nominating Subcommittee - 5.8.2.1)

5.3.2 Members of the subcommittees shall include individuals, when possible, who

possess professional, licensed, technological knowledge and/or current

knowledge and experience, specific to each subcommittee and its work.

5.3.3 Subcommittees shall consist of at least five (5) members.

5.3.4 An elected subcommittee member who misses two (2) consecutive quarterly

meetings, or three (3) consecutive meetings if the committee meets on a monthly

or bimonthly basis, will automatically forfeit their position on the subcommittee

and their respective church or company will be notified, unless the regularly

scheduled meeting date or time was changed.

5.3.5 The vice-chairperson and executive secretary of the Board of Trustees shall be ex

officio members of all subcommittees. (Exception: Nominating Committee -

5.8.2.4)

-16-

5.3.6 The chairperson of a subcommittee must be a member of the Board of Trustees.

A subcommittee chairperson cannot concurrently serve as a chairperson of

another subcommittee or standing committee, or as an officer of the Board of

Trustees. The term of office for a chairperson of a subcommittee shall be one

year, and may be followed by additional consecutive sequential one year terms.

(Exception: Nominating Committee – 5.8.2.4)

5.3.7 For school personnel matters the subcommittee involved shall be chaired by the

Central California Conference of SDA Superintendent of Education, or designee.

5.3.8 The recording secretary of each subcommittee, within a period of seven (7) days,

shall submit the minutes of the meeting to the chairperson of the standing

committees or Board of Trustees in which they report to, and to the executive

secretary.

5.3.9 When a subcommittee is called into executive session (as defined by Roberts

Rules of Order), membership will exclude all non-administrative faculty and

staff. In addition, all students currently attending Fresno Adventist Academy are

excluded.

5.4 Meetings

5.4.1 Regular Meetings - Regular meetings of the subcommittees shall be held at least

quarterly. Committees may meet at any time on majority approval of the

members of the committee or as called by the chairperson of the subcommittee.

5.4.2 Governance - All subcommittee meetings shall follow the parliamentary


5.4.3 Quorum - Fifty percent plus one (50% + 1) of the elected members shall

constitute a quorum to transact business at a subcommittee meeting, provided that

one officer of the subcommittee is present. The members present at a duly called

or held meeting at which a quorum is present may continue to transact business

until adjournment, even if enough members have withdrawn to leave less than a

quorum, if any action taken (other than adjournment) is approved by at least a

majority of the members required to constitute a quorum.

5.4.4 Open Subcommittee Meetings - Except for executive sessions, all meetings of

subcommittees shall be open to all the members of the constituent churches and

companies. Requests by non-committee members to address the subcommittee

shall be approved by the subcommittee chairperson prior to the meeting. The

chairperson may assign any such appearance to another subcommittee or standing

committee, or the Board of Trustees – subject to the discretion of the

subcommittee chairperson.

-17-

5.5 Personnel Subcommittee


Personnel Subcommittee’s authority shall include the following responsibilities:

5.5.1.1 Analyze and recommend staffing needs.

5.5.1.2 Recommend the hiring and retention of certificated and classified staff

within the guidelines of the education code.

5.5.1.3 Review job applications and interview candidates.

5.5.1.4 Evaluate school personnel and assess staff performance within the

guidelines of all governing educational code.

5.5.1.5 Define the process of orientation of all certificated and classified

employees.

5.5.1.6 All recommendations of the Personnel Subcommittee are reported to,

and are subject to review and ratification by the Board of Trustees. In

order to facilitate expeditious and time sensitive action, the Board of

Trustees may vote enabling action empowering the Personnel

Subcommittee to take a definitive action on behalf of the Board in

recommending to the Central California Conference office for the hiring

of staff. All members of the Board of Trustees, when such enabling

action is voted, are invited and welcome to attend the meetings of the

Personnel Subcommittee.

5.5.2 Membership and Officers - In addition to the provisions established in section

5.3, the members of the Personnel Subcommittee shall be as follows:

5.5.2.1 The Central California Conference of SDA Superintendent of Education,

or designee, shall preside as chairperson.

5.5.2.2 The principal of the school shall act as the recording and executive

secretary, or in the absence of the executive secretary, the chairperson,

or their designee, shall perform these duties.

5.5.2.3 The chairperson of the Board of Trustees.

5.5.2.4 The vice principal of the school.

5.5.2.5 Chairpersons of the Strategic Planning and Marketing, Education

Ministries, Finance, and Development Committees.

-18-

5.5.2.6 One (1) board member or pastor from every constituent church or

company shall be on the personnel sub-committee as designated by the

church or company.

5.6 Campus Planning and Facilities

5.6.1 Authority and Responsibilities - In addition to those general responsibilities listed

in Section 5.1, the Campus Planning and Facilities Subcommittee shall have the

following duties:

5.6.1.1 Conduct an annual audit of campus, physical plant and facilities.

5.6.1.2 Review the Strategic Planning and Marketing Committee and Board of

Trustee’s Action Plan.

5.6.1.3 Review the Annual Risk Management Report.

5.6.1.4 Prioritize campus, physical plant and facilities projects, based upon

sections 5.6.1.1, 5.6.1.2 and 5.6.1.3.

5.6.1.5 Recommend prioritized projects in a report addressed to all of the

standing committees.

5.6.1.6 Provide reports (project reports, meeting reports, annual report)

addressed to the Board of Trustees.

5.6.1.7 Assist the standing committees and the Board of Trustees in preparing

an annual report addressed to constituency.

5.6.1.8 Assist the school administration in organizing and conducting volunteer

services for the campus, physical plant and facilities projects.

5.6.1.9 At the direction of the Board of Trustees, prepare and oversee a project’s

scope, solicit and review cost estimates, recommend to the Board of

Trustees the award of bids, and oversee the approved bid and the

construction and/or implementation thereof.

5.6.1.10 All recommendations of the Campus Planning and Facilities

Subcommittee are to be reported to and subject to review by the

appropriate standing committee(s) and/or the Board of Trustees.


5.3, the members of the Campus Planning and Facilities shall be as follows:

5.6.2.1 The school plant maintenance manager.

-19-

5.6.2.2 The vice-principal of the school.

5.7 Governance Subcommittee


Governance Subcommittee’s authority shall include the following

responsibilities:

5.7.1.1 Recommend revisions and updates of the Fresno Adventist Academy

Constitution and its bylaws.

5.7.1.2 Initiate and manage policy timelines.

5.7.1.3 Evaluate Board of Trustees policies, procedures and outcomes. Act as a

review committee in matters regarding the performance of the Board of

Trustees, standing committees, subcommittees, and their members.

5.7.1.4 Provide to the Board of Trustees orientation, ongoing training, and

evaluations of the Board, standing committees, and subcommittees.

5.7.1.5 Develop and provide for the constituent churches and companies an

ongoing description of the skills and abilities needed in the

representatives selected for membership on the Board of Trustees, in

order to ensure an effective Board of Trustees.

5.7.1.6 All recommendations of the Governance Subcommittee are to be

reported to and subject to review by the Strategic Planning and

Marketing Committee and/or the Board of Trustees.

5.7.2 Membership and Officers - Committee membership shall conform to section 5.3.

5.8 Nominating Subcommittee


Nominating Subcommittee’s authority shall include the following

responsibilities:

5.8.1.1 Act as a nominating committee for officers of the Board of Trustees, and

for the members and officers of all standing and subcommittees

(Exceptions: Development - 4.8.2, Personal - 5.5.2.6, and Nominating -

5.8.2.1).

5.8.1.1.1 The recommendations of the committee shall be presented to

the Board of Trustees for approval by the May board meeting.

-20-

5.8.1.1.2 The chairperson and vice-chairperson of the Board of

Trustees shall not be of the same constituent church or

company.

5.8.1.1.3 Institutional memory and continuity of leadership shall be

preserved by a strategy of alternate year nominations of

members to standing and subcommittees as set forth in

5.8.1.1.3.1 - 5.8.1.1.3.4.

5.8.1.1.3.1 The standing committees of Strategic Planning

and Marketing and Finance, and the

subcommittee for Governance shall be

nominated on even years.

5.8.1.1.3.2 The standing committees of Development and

Education Ministries and the subcommittees of

Personnel and Campus Planning and Facilities

shall be nominated on odd years.

5.8.1.1.3.3 In the event of a vacancy on a standing

committee or sub-committee, the Board of

Trustees, chaired by the Education

Superintendent of the Central California

Conference or their designee will elect an

individual to complete the remainder of the term

of that committee or subcommittee member.

5.8.1.1.3.4 Nothing in this section shall be construed as

altering membership/ election provisions

occurring elsewhere in this constitution.


5.3, the Nominating Subcommittee shall be created and governed as follows:

5.8.2.1 The Board of Trustees shall establish a nominating committee of no less

than 5 but not more than 7 elected members no later than the March

meeting of the Board of Trustees.

5.8.2.1.1 The election of the Nominating Subcommittee shall be by

secret ballot.

5.8.2.2 No constituent church or company will be represented by more than one

member on the Nominating Subcommittee.

-21-

5.8.2.3 At least one (1) but no more than two (2) of the Nominating

Subcommittee members will be a pastor.

5.8.2.4 The Chairperson and Vice-chairperson of the Board of Trustees shall be

ineligible to serve on the Nominating Subcommittee.

5.8.2.5 When the subcommittee nominates Board of Trustees Officers, the

meeting shall be chaired by the Superintendent of Education, or

designee, of the Central California Conference of SDA.

5.9 Technology Subcommittee

5.9.1 Authority and Responsibilities - In addition to those general responsibilities listed

in Section 5.1, the Subcommittee for Technology shall perform the following

tasks:

5.9.1.1 Evaluate and plan the development of technology and its various uses

and applications at Fresno Adventist Academy.

5.9.1.2 Evaluate and recommend the selection of products and/or providers that

will most facilitate and enhance the technology functions.

5.9.1.3 Work in close collaboration and coordination with the Faculty

Technology Committee in its various responsibilities and activities to

enhance the learning and educational experience.

5.9.1.4 Conduct an annual audit and inventory of technology resources on

campus.

5.9.1.5 Review the Strategic Planning and Marketing Committee and Board of

Trustees action plan for technology.

5.9.1.6 Prioritize all projects on campus relating to technology.

5.9.1.7 Provide a report recommending prioritized projects relating to

technology.

5.9.1.8 Assist the Administration, the Standing Committees, and the Board of

Trustees in the preparation of an annual report for the Constituency.

5.9.1.9 All reports and recommendations of the Subcommittee on Technology

shall be addressed to, and are subject to review by, the Strategic

Planning and Marketing Committee and/or the Board of Trustees.

5.9.2 Membership and Officers - In addition to the regulations established in Section

5.3, the membership of the Subcommittee for Technology shall include:

-22-

5.9.2.1 The Principal shall be an honorary ex officio member whose attendance

shall be elective and discretionary.

-23-

Article VI

6. FINANCIAL PLAN

6.1 Financial Support - Fresno Adventist Academy shall receive financial support from the

following sources:

6.1.1 Student tuition.

6.1.2 Subsidy from Constituent Churches.

6.1.2.1 Constituent churches and companies shall participate in a program to

provide an operating subsidy to Fresno Adventist Academy that is paid

in twelve (12) equal monthly installments.

6.1.2.2 The formula used to determine the subsidy amount for each constituent

church or company shall be approved by a two-thirds (2/3) majority vote

of the delegates present at a duly called constituency meeting.

6.1.3 The Central California Conference of Seventh-day Adventists.

6.1.4 Income from gifts, grants, endowments, or business endeavors related to the

mission of Fresno Adventist Academy.

6.1.5 Income from an Annual Fund drive and other alumni development programs.

6.2 Budget - The annual budget shall provide adequate funding for both operating and

capital needs.

6.3 Implementation - The Finance Committee shall be responsible for executing the

financial plan (see section 4.7.1.6).

-24-

Article VII

7. AMENDMENTS OR REVISIONS

7.1 Procedure for Amending or Revising the Constitution

7.1.1 The Board of Trustees or a standing committee may propose an amendment or a

revision of the Constitution. (When the amendment or revision is proposed by a

standing committee, the proposed amendment or revision shall be pertinent to the

standing committee’s duties and responsibilities as set forth in this Constitution.)

Upon approval by a majority of the Board of Trustees, the proposed

constitutional change shall be presented to delegates of a constituency meeting

for their approval.

7.1.2 Initiative Action - A proposed amendment or revision of the Constitution may be

presented directly to the Board of Trustees if accompanied by a written petition

containing not less than thirty-five (35) signatures of individuals who are

members of any Fresno Adventist Academy constituent church or company. The

proposed constitutional change shall be referred to the appropriate standing

committee for analysis and final drafting. During the drafting process, the

committee shall not alter the original intent of the proposed constitutional change.

The proposed amendment or revision shall be acted upon at the next duly called

constituency meeting, provided that said constituency meeting is scheduled no

sooner than ninety (90) days subsequent to the submission of the petition.

7.2 Two-thirds (2/3) Majority Vote - Amendments to or revisions of this Constitution shall

be ratified by two-thirds (2/3) majority vote of the delegates present at a duly called

meeting of the constituency.

7.3 Thirty Day Notice - A thirty (30) day notice of any proposed constitutional change shall

be given to the constituent churches and companies.

-25-

Article VIII

8. CONTINGENCIES

8.1 Catastrophic Event - Nothing in this constitution shall prevent action by Fresno

Adventist Academy in the event of a catastrophic event (earthquake, war, terrorist attack,

pandemic, etc.). All actions taken under this section shall automatically be placed on the

agenda of the next Board of Trustees and Constituency meetings

8.2 Dissolution - Should Fresno Adventist Academy be dissolved for any reason, all of the

school’s funds and other assets remaining after payment, or provision for payment of all

debts and liabilities of the school shall be distributed to a nonprofit fund, foundation,

corporation or other organization that is organized and operated for religious,

educational, and/or charitable purposes and that has established its exempt status under

Internal Revenue Code §501(c)(3). If possible, that organization shall be the Central

California Conference Association of the Seventh-day Adventists or, if that organization,

for any reason, cannot accept this gift, it shall be given to another entity which is a part

of or related to the Seventh-day Adventist denomination. In any case, the entity

receiving this distribution shall appropriate this gift according to the specifications

further described in this section. In the event the described distribution is not reasonably

possible, this gift shall be appropriated as close to the described distribution as is

reasonably possible: This gift shall be appropriated to a perpetual endowment for

educational assistance to worthy students who are members or whose parents or

guardians are members of local congregations which were constituents of Fresno

Adventist Academy at the time of such dissolution.

-26-

APPENDIX A

-27-

Anderson Amendment

FAA Constituent Churches – Appendix B 300

School Board and Constituency Representation

A B C D E F

CHURCH MEMBERSHIP* BOARD

AUTOMATIC

BOARD BY

MEMBERSHIP

3.2.1

BOARD

TOTALS

CONST.

BY

MEMBERSHIP

1/40 – 2.6.1

AUBERRY 110 1 0 1 3

CLOVIS 748 1 2 3 18

ALL NATION

KOREAN 78 1 0 1 1

ASIAN 355 1 1 2 10

CENTRAL 1151 1 3 4 29

CENTRAL VALLEY 227 1 0 1 6

FRESNO HISPANIC 1493 1 4 5 38

SPANISH REMNANT 130 1 0 1 3

SEQUOIA 179 1 0 1 4

SUNNYSIDE 523 1 1 2 13

WESTSIDE 764 1 2 3 19

KERMAN 114 1 0 1 3

SANGER BILINGUAL 84 1 0 1 2

SEVEN PALMS 129 1 0 1 3

Totals 6085 14 13 26 152

*Membership based on Official CCC Membership records as of December 31 of the previous calendar year.

Column C 1/Church [3.2.1]

Column D 301-600 in membership receives one additional BOT representative.

601-900 in membership receives one additional BOT representative.

901-1200 in membership receives one additional BOT representative.

-28-

Additional church growth would add one additional BOT

Representative at 300 membership increments. [3.2.1]

Column F One constituency delegate for each 40 members. [2.6.1]

fresno adventist academyseventh-day adventists, the pacific union conference of seventh-day...

Documents