BY-LAWS OF MADISON COUNTY INDEPENDENT SCHOOLS, INC.

2009-2010 Board of Directors

Justin Davis - President

Mark Browning - VIce President

Dr. Roderick Shaw - Secretary

Gina Rutherford -Treasurer

Carman Vasquez

Glenn Frith

Tracey Platt

Melanie Crosby

ARTICLE I
NAME, PLACE, AND PURPOSE OF CORPORATION
Section 1:  The name of the Corporation shall be the Madison County Independent Schools, Inc.
Section 2:  The principal office and place of residence of this Corporation shall be Madison County, Florida.
Section 3:  The purpose of the Corporation shall be those set forth in the Articles of Incorporation dated April 22, 1968 and recorded by the Secretary of State, Tom Adams.
ARTICLE II
MEMBERSHIP IN THE CORPORATION
Section 1:  The present members of the Corporation are those parents or legal guardians who have students enrolled for the current year. Each family constitutes one membership and thus one vote.  The payment of tuition for newly enrolled students will entitle new families for membership.
Section 2:  The members of the Corporation shall each have one vote in the elections of the members of the Board of Directors of the Corporation, but otherwise shall have no right to participate in the operation and conduct of the affairs of the Corporation, the same being exclusively vested in the Board of Directors.
Section 3:  A member automatically resigns his membership when he withdraws his/her child from school. If any member fails to personally attend any two consecutive annual meeting of the Corporation, he shall be deemed to have resigned as a voting member of the Corporation until he has attended two consecutive meetings.
Section 4:  Membership in the Corporation shall not be transferrable. Ordinarily, upon termination of the membership, a member shall not be entitled to any refund of any contributions, dues, or any other interest whatever in the assets of the Corporation; however, in extraordinary circumstances refunds may be made only at the discretion of the board.
ARTICLE III
MEMBERSHIP MEETINGS
Section 1:  An annual meeting of the members of the Corporation shall be held on the second Monday in May beginning on the 13th of May 1968. The time and place for holding such a meeting shall be fixed by the Board of Directors and notice of such a meeting shall be mailed to each member by the Secretary of the Corporation at least five (5) days before such meeting is held.
Section 2:  Special meetings of the members may be called by the President or the Vice-President, by a majority of the Directors, or by written request of the majority of the members of the Corporation of the Board of Directors.
Section 3:  A majority of the members of the Corporations shall constitute a quorum for the transaction of business at any meeting, regular or special.
Section 4: When any meeting, regular or special, shall have been convened, it may adjourned on a vote of a majority present, to re-convene at the time and place specified in the adjourning  order, and at such adjourned meeting, any business may be transacted which could have been transacted at the original meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1:  The governing body of the Corporation shall consist of a Board of Directors which shall be composed of nine (9) members. The initial Board of Directors shall be elected at the meeting of the Corporation at which these By-Laws are adopted and shall serve until the next annual meeting of the members of the Corporation. At the first general meeting nine (9) Directors shall be elected, three (3) of whom shall serve for three (3) years, three (3)  to serve for two (2) years, and three to serve one (1) year. Directors elected at subsequent meetings shall be elected for a term of three (3) years, it being the intention that the term of office of one-third of the entire Board of Directors shall expire at each annual meeting of the Corporation.
Section 2:  It shall be the duty of the Board of Directors to exercise a general supervision over all of the business of the Corporation. The Board of Directors shall have general and full control of all contracts, deeds, mortgages, papers, books, accounts, and property of every description, real and personal, belonging to the Corporation, and full authority to enter into contracts, to purchase property and to sell and convey, with or without warranty, encumber, pledge, or otherwise dispose of such property for the Corporation; and to authorize the President, acting alone or with another office designated by the Directors, for and in the name of the Corporation without seal or under the seal of the Corporation, to execute all necessary contracts, deeds, deed of trust and other instruments of proper or necessary for carrying out such purposes, all if which when so executed pursuant to such authority shall be fully binding upon the Corporation. They shall authorize the borrowing of such funds as they deem proper for the conduct of the business, either by granting officers authority to borrow a specific sum, or by giving authority to borrow from a particular source from time to time as required, and fixing the limit upon the total amount borrowed from such source which may be outstanding at any time. It shall establish the policy on all matters relating to the operation of educational establishments of the Corporation not inconsistent with these By-Laws and the Charter of Incorporation; it shall establish and set all tuition charges and fees; it shall approve all expenditures and payments out of the funds of the Corporation; it shall employ a Headmaster/Headmistress necessary for the operation of the schools; and it shall generally have all such powers and authority which by law is designated to or may be assumed by this Corporation; the enumeration of specific powers hereinabove to be considered as exemplary and not as limiting; provided, however, the Directors shall exercise no powers and shall assume no authority not consistent with the provisions of the
Charter of Incorporation.
Section 3:  The Directors may accept contributions of money or property on behalf of the Corporation but shall accept no contribution which is restricted to some use or purpose inconsistent with the Articles of Incorporation.
ARTICLE V
OFFICERS
Section 1:  President. The president shall preside at the meetings of the members and of the Board of Directors, and perform the duties customarily performed by a presiding officer. He shall have general supervision of the business of the Corporation subject to direction by the Board of Directors. He shall execute all deeds, mortgages, deeds of trust, bills, bill of sales, notes and contracts, relating to both real and personal property in the name of the Corporation, whenever and to such extent as he may be given specific or general authority by Board of Directors.
Section 2:  Vice-President. In the event of the death or resignation of the President, and until his successor shall have been selected, and whenever the President shall be unable to act by reason of illness, or because of continuous absence from the State of Florida for a period of more than five (5) days, the Vice-President shall act as President and possess all of the authority and perform all the duties of President.
Section 3:  Secretary. The Secretary shall keep accurate minutes of the proceedings of all meetings of the members, Board of Directors and Executive Committee. He shall have custody of such minutes, the seal of the Corporation, and shall have authority to certify said minutes and excerpts there from, and shall attest all conveyances and other instruments requiring the affixing of such seal.
Section 4:  Treasurer. The Treasurer shall keep or supervise the keeping of all books of account and records of the Corporation. He shall exercise a general supervision over the preparation of tax and corporate reports, and shall examine the insurance policies and determine if coverage is adequate. He shall have custody of all funds of the Corporation and deposit the same to the credit of the Corporation in such bank or banks as may be approved by the Corporation, and shall have authority to draw checks thereon signed by him and another officer of the board, for the Corporation. The Board of Directors may require the Treasurer to make and file with the Secretary of the Corporation a surety bond with some surety company approved by the Board of Directors as surety in such amount as the Board may determine proper, and the board shall have authority to increase or decrease the principal of such bond from time to time, said bond to be conditioned for the proper accounting for all funds of the Corporation which may come into the hands of the Treasurer. The premium on such bond shall be paid by the Corporation.
Section 4:  The Board of Directors shall meet immediately following each annual meeting of the members of the Corporation and select from their number a President, Vice-President, Secretary, and a Treasurer. Each of such officers shall serve for a term of one (1) year. The Board of Directors shall elect from time to time such officers as they may deem necessary and assign to such other officers such duties as they may deem proper.
Section 5:  The Board of Directors may designate neither less than three (3) or more the five (5) from among its members as an Executive Committee, and said Executive Committee shall have such authority to act for the entire Board of Directors as shall be fixed in the resolutions designating such committee to the extent permitted by the law.
Section 6:  If vacancies shall occur in any office, such vacancy shall be filled by the Board of Directors, and if a vacancy shall occur in the Board of Directors, a majority of the remaining directors may elect some person to fill such vacancy until the next annual meeting of the members of the Corporation, at which time a Director shall be elected to fill the unexpired term of the Director he replaces.
Section 7:  The members of the Board of Directors shall receive no compensation; but may reimburse its members for expenses properly incurred in connection with the business of the Corporation.
Section 8:  The Board shall hold a minimum of ten (10) meetings per year with not more the two (2) meetings being held in one calendar month. At any meeting of the Board of Directors, a majority shall constitute a quorum. The Board of Directors may fix regular times for meetings of the Board, in which event no notice shall be required, and the President may call meetings of the Board at such other times as he may deem necessary or such notice as may be prescribed by the Board.
Section 9:  The Board of Directors shall approve all applications of students for admission to the schools of the Corporation, and shall annually fix the amount of tuition to be paid by students attending each school operated by the Corporation and prescribe the manner in which the same shall be paid.
Section 10:         To the extent funds are available from contributions made to the Corporation for such purposes; the Board of Directors may grant scholarships to worthy students attending the schools for the Corporation in such amounts as they deem proper. For privacy, a committee composed of the President, the Treasurer, and the Headmaster/Headmistress shall determine that such student, his parents or person in loco parentis are financially unable to pay the full amount of tuition fixed by the Board of Directors before granting a scholarship. No student shall receive any reduction in the amount of his or her tuition because any member of his family or any other person contributed or donated money or property to the Corporation, unless such contribution or donation is accompanied by a written statement of the donor that it is made to apply on the tuition of a named student, and in the event such student is not accepted by the administration of the school for enrollment in a school of the Corporation, such restricted contribution shall be refunded.
Section 11:         The Board of Directors may appoint a Board of Trustees which may hold an annual advisory meeting with the Board of directors at a time set by the Board of Directors.
Section 12:         Headmaster/Headmistress. The general duties of the Headmaster/Headmistress are as follows:

1. To provide quality education within an estimated budget and within the provisions of the charter and by-laws of Madison County Independent Schools, Inc.
2. To supervise and co-ordinate all activities of Madison Academy and act as a liaison between faculty, students, parents and administrative board.
3.  To attend meetings of the Board of Directors.
4. To approve applications for admission to Madison County Independent Schools, Inc.  Applications will be accepted on the basis of a personal interview with parents, placement test, and evaluation of transcripts.