ARTICLE I

2. No current employee of any DAGBR program shall be a member of the Board of Directors, except as ex-officio as provided in Article III, Section H.

2. Only one (1) member of a family may serve on the Board of Directors at a time. Persons of immediate relationship to a current Director or of a current employee, either by blood or law or significant other, may not be nominated to serve on the Board of Directors.

2. A person who is in default of any financial obligation to TBS shall not be considered as a nominee to the Board of Directors.

2. Primary Responsibilities

1. A Board of Directors has three (3) primary responsibilities:
   1. establish the direction of TBS as it relates to mission, vision, goals, and values, 
   2. ensure resources for TBS as it relates to funding policies, leadership, and reputation, and
   3. select and oversee the Executive Director, who is responsible for the operations of TBS as it relates to programs, finances, and operations.

2. A skill set for a successful Director includes, but is not limited to:
   4. strategic planning,
   5. financial and risk management,
   6. program assessment, and
   7. fundraising.

3. Directors are bound to exercise a legal standard known as the Duty of Loyalty to the organization.  This standard requires that Directors put the interest of the organization before their personal and professional interests and before the interest of any constituent group.

4. Directors shall avoid any conflict of interest or the appearance of such, and any improprieties that might embarrass or harm the Board of Directors or the organization.

5. Directors shall read and agree to the following adopted board policies on an annual basis:
   8. DAGBR Confidentiality Agreement,
   9. DAGBR Whistleblower Policy,
   10. DAGBR Conflict of Interest Policy
   11. DAGBR Board of Directors’ Job Description, and
   12. DAGBR Board of Directors’ Standards of Conduct and Code of Ethics.

6. The Directors shall have the authority, by a two-thirds (2/3) majority vote, to borrow money and/or to mortgage or pledge its property as security for a loan to the corporation or any of its subsidiaries as may be needed for the operations of the association.

2. Association Elections

1. Notification of upcoming Board of Directors elections shall be made known to the current DAGBR membership in January.  The deadline for submitting nominations shall be February 15.  

2. Nominations in the form of a Board Biography Questionnaire for each nominee shall be received and reviewed in March by the Nomination Committee.  The Nomination Committee will determine which candidates to put forward for the purpose of the election.  The Nomination Committee reserves the right to reject any application that it deems not to be in the best interest of the association and the school.

3. Directors shall be elected by the current DAGBR membership by paper ballot at the annual meeting.   Absentee ballots can be submitted at the school office beginning seven (7) days prior to the advertised date of the annual meeting.  All voting shall be done in person, as proxy voting is not allowed. 

4. Directors shall be elected by popular vote of the DAGBR membership who participates in the election.

5. Each DAGBR membership is entitled to one vote.  TBS families with more than one (1) student enrolled in school are entitled to only one vote.     

2. Term of Office

1. Approximately one-third (1/3) of the association-elected Board of Directors shall be elected each year, and the term of office shall be three (3) consecutive years.

2. At the conclusion of a three (3) year term, a director may request to serve an additional term, but he/she must be re-elected at the annual meeting. Each Director is limited to serving two (2) consecutive three (3) year terms. Any individual who has exhausted his/her two (2) consecutive terms shall be required to remain off the Board of Directors for one (1) year from the date his/her second term expires.

3. The Board of Directors shall have the authority to fill any interim vacancy. A Director elected to fill a vacancy shall complete the term of office of the Director being replaced. A vote of a two-thirds (2/3) majority of the Directors present at a board meeting is required to fill a vacancy.

2. Directors Elected by the Board

1. The Board will elect two Directors each year, and the term of office shall be three (3) consecutive years.  The successful candidates will be elected by a two-thirds (2/3) majority vote of the Directors present at the meeting.  

2. At the conclusion of a three (3) year term, a director may request to serve an additional term, but he/she must be re-elected at the annual meeting. Each Director is limited to serving two (2) consecutive three (3) year terms. Any individual who has exhausted his/her two (2) consecutive terms shall be required to remain off the Board of Directors for one (1) year from the date his/her second term expires.

3. The Board of Directors shall have the authority to fill any interim vacancy. A Director elected to fill a vacancy shall complete the term of office of the Director being replaced. A vote of a two-thirds (2/3) majority of the Directors present at a board meeting is required to fill a vacancy.

2. Absences and Director Vacancies

1. For reasons of absence, Directors must respond, in writing, to the Board President prior to meetings as to the reason for non-attendance. The Board of Directors may excuse an absence for cause. The office of a director may be declared vacant if a director misses two (2) consecutive scheduled meetings. The President shall notify, in writing, the absent Director that his/her service is no longer required.  The vacancy shall be filled in accordance with Paragraphs D, 3 and E, 3 above.

2. The office of a director may be declared vacant if a director accrues a financial debt to TBS and fails to make proper arrangements with the school business office to satisfy the obligation within sixty (60) days.

3. Any vacancies shall be filled by a Director elected at the next board meeting where a candidate or candidates have applied. The successful candidate will be elected by a two-thirds (2/3) majority vote of the Directors present at the meeting. When a vacancy exists, the Board has the authority to continue to conduct the business of the association.

2. Orientation

2. Recall  

2. Complaint Against a Director

1. The Director who is the subject of the written complaint(s) shall be given reasonable time to prepare a written response to the complaint(s).

2. After receipt of the response, the Board shall convene in an executive session within thirty (30) days to consider the complaint(s).  The Director and the complainant(s) may be invited to present evidence and should be available for questioning at such meeting.  The President shall preside over such a meeting.  If the President is the subject of the complaint(s), the Vice President shall preside.

3. The Board of Directors shall vote by secret ballot to retain or remove the Director.  The ballots shall be retained for at least thirty (30) days after the vote.  A two-thirds (2/3) majority vote of those in attendance shall be required to remove a Director from office.  The Director who is the subject of the complaint(s) shall not be allowed to vote.   

2. Ex-Officio Directors

1. The Executive Director shall be a non-voting ex-officio member of the Board and all Board committees. 

2. The Immediate Past President shall be a non-voting ex-officio member of the Board.  The Immediate Past President shall:

1. 1. 1. perform such duties as the President and/or the Board of Directors may determine, and
      2. serve as the chairperson of the Nomination Committee.  

3. Additional ex-officio Directors may be provided for by a two-thirds (2/3) majority vote of the Board for a specified time in the event the Board determines that a need for a specific skill set, experience, or expertise is necessary.

A.              Number

B.               Eligibility

Any Director shall be eligible to hold office. If the Officer is unable to fulfill the duties of his/her office, he/she shall be asked to step aside by the Board of Directors and another Director shall be elected to assume the duties of that office.

1. Nominations and Elections

2. Term of Office

3. Duties
   1. President
      1. The President will preside at all meetings of the Board of Directors. He/she shall serve as an ex-officio member of all committees. He/she shall appoint all committee chairs (except the Finance and Nomination Committee) and shall have powers conferred by law, the Articles of Incorporation, these bylaws, and as authorized by the Board of Directors.  He/she is authorized to sign checks.
      2. The President shall appoint the Board Secretary.  The Board Secretary shall ensure that minutes are kept, including action(s) taken electronically, via telephone, or other means of electronic communication, maintain a Board roster, give notice of all meetings, and have such other duties and authorities as the President may delegate. 

4. 2. Vice President

5. 3. Treasurer

6. 4. Other officers

7. Vacancies

8. Bonding

1. Board of Directors
   1. 1. 1. The Directors shall meet ten (10) times during the fiscal year. Written notice by mail, fax or electronic transmission of the place, time, and date of a meeting shall be sent to each Director and the DAGBR membership at least seven (7) days prior to the meeting date.  Fifty percent (50%) of the voting Directors shall constitute a quorum for the purposes of all Board of Directors meetings. 

2. 2. 2. 2. Special meetings may be called by the President or a majority of the Directors upon giving at least seven (7) days written notice by mail, fax, or electronic transmission of the purpose, time, and place of such meetings. The seven (7) days notice is not required when at least fifty percent (50%) of the voting members of the Board vote, prior to a special meeting, to waive the notice.  In the case where a special meeting is proposed by a Board member other than the president of the Board, the president, and the executive director of TBS will acknowledge that they have been notified about the meeting prior to the vote to hold the meeting.

3. Electronic Meetings

4. Electronic Voting

ARTICLE VI - COMMITTEES

1. Executive Committee - (Powers and Duties)
   1. The Board of Directors shall have an Executive Committee consisting of the Executive Director, President, Vice President, Treasurer, and at least one other Director appointed by the President. Others may be asked to attend at the discretion of the Executive Committee.

2. 2. Responsibilities:

1. 1. 1. the orientation of new directors,
      2. on-going training and educational programs for all directors,
      3. the annual self-evaluation of the Board of Directors,
      4. oversight of the annual evaluation of the executive director, and 
      5. support for the executive director. 

2. Standing Committees - (Powers and Duties)

1. Finance Committee

1. assisting the Board Treasurer in carrying out his/her responsibilities, 
2. preparing and presenting an annual operating budget to the Board of Directors for approval and adoption, 
3. oversight of all budgets and financial matters in connection with the operation of the school, 
4. authorizing an annual audit of the association’s financial records,
5. presenting an annual financial report to the membership,
6. approving selection of the CPA and auditor,
7. recommending annual tuition and fees to the Board of Directors for approval and adoption,
8. recommends a tuition reimbursement policy to the Board of Directors for approval and adoption.  The executive director is responsible for implementing the policy.   
9. overseeing the investment of all designated funds,
10. overseeing the disbursement of the earnings of the various funds, according to the most current version of TBS Accounting Policies and Procedures, and   
11. oversight of reviewing and/or revising TBS Accounting Policies and Procedures on an annual basis.

2. Nomination Committee

3. Fund Development Committee

4. Other Committees may be designated by the Board of Directors and/or Board President.

1. Executive Director

2. Principal

3. Directors of Programs