CODE OF REGULATIONS
OF
CALUMET CHRISTIAN SCHOOL, INC.
(A.K.A. XENOS CHRISTIAN SCHOOLS)
ARTICLE I
The Corporation
? 1.01. Name and Organizational Structure.? Calumet Christian School, Inc., a.k.a. Xenos Christian Schools (the "Corporation"), is a nonprofit corporation organized under chapter 1702 of the Ohio Revised Code.? (Such chapter as now enacted and as the same may be amended from time to time is herein sometimes referred to as the ?Ohio Nonprofit Corporation Law?.)
? 1.02. Tax Status and Purposes.? In accordance with the status of the Corporation as an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the Corporation is organized and shall be operated exclusively for the exempt purposes set forth in its articles of incorporation.
ARTICLE II
Board of Trustees
? 2.01. Power and Authority of Trustees.? Except as otherwise provided by law, the articles of incorporation or these regulations, all of the authority of the Corporation shall be exercised by the board of trustees.? The trustees serving hereunder shall have the power, authority and responsibilities of and shall perform the functions provided for trustees under the Ohio Nonprofit Corporation Law.? The trustees shall be, for purposes of any statute or rule of law relating to corporations, the members of the Corporation and the trustees shall have all rights and privileges of members.
? 2.02. Composition.? The board of trustees shall be comprised of the board of trustees (the ?Xenos Board?) of Xenos Christian Fellowship, Inc. (?Xenos?) as the same may change from time to time.
? 2.03. Quorum and Voting.? A majority of trustees then in office shall constitute a quorum for the transaction of business at any meeting of the trustees.? Each trustee then in office shall have one (1) vote, and, except as otherwise provided by law, the Corporation?s articles of incorporation, or these regulations, the vote of a majority of the trustees present at a meeting at which a quorum is present shall constitute the action of the board of trustees.
? 2.04. Notice of Meetings of Board of Trustees.? Notice of the place, date and time of each meeting of the board of trustees shall be given to each trustee not more than sixty (60) days nor less than four (4) days before the date of such meeting.? Any notice referred to in this ? 2.04 may be given by any reasonable means and need not specify the purposes of the meeting, except that, if an amendment to the articles of incorporation or these regulations is proposed, a copy of such proposed amendment shall accompany said notice.? Notice of any meeting shall be considered given if mailed or otherwise sent or delivered to the trustee at his or her address specified in the records of the Corporation.? The giving of notice shall be deemed to be waived by any trustee who shall attend and participate in such meeting, other than to protest the lack of proper notice at or prior to such meeting, and may be waived, in writing, by any trustee either before, at or after such meeting.
? 2.05. Meetings of Board of Trustees.? Meetings of the board of trustees shall be at such place (within or without the State of Ohio), date, and time as may be fixed by the board of trustees or by the president as authorized by the board of trustees.
? 2.06. Attendance and Participation at Meetings.? Trustees may attend and participate in any meeting of the board of trustees through any communications equipment if all persons participating can communicate with each other at the same time.
? 2.07. Action Without Meeting.? Any action which might be taken at any meeting of the board of trustees may be taken without such meeting by a writing or writings signed by all of the members of the board of trustees.? The writing or writings evidencing such action taken without a meeting shall be filed with the secretary and inserted in the permanent records relating to meetings of the board of trustees.
ARTICLE III
Officers
? 3.01. Offices and Appointment.? The officers of the Corporation shall consist of a president, a secretary, a treasurer and such other officers as the trustees may from time to time designate.? All officers of the Corporation shall be persons who are members of the board of trustees.? Each officer shall be appointed by the board of trustees to serve until his or her successor is duly appointed.? The same individual may be elected to more than one (1) office.
? 3.02. President.? The president shall preside at all meetings of the board of trustees.? The president shall, subject to the direction of the board of trustees, have general supervision, direction and control of the business and officers of the Corporation.? The president shall have the general powers and duties usually vested in the chief executive officer of a nonprofit corporation under the laws of Ohio and shall have such other powers and duties as may be established by the board of trustees.
? 3.03. Secretary.? The secretary shall keep the minutes of the proceedings of the board of trustees, shall be the custodian of all books, records, papers and property of the Corporation and shall have such other duties as may be established by the board of trustees.
? 3.04. Treasurer.? The treasurer shall be the chief financial officer of the Corporation and shall have such other duties as may be established by the board of trustees.
ARTICLE IV
Indemnification and Insurance
? 4.01. Mandatory Indemnification.? The Corporation shall indemnify any officer or trustee of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Corporation), by reason of the fact that he is or was a trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.? A person claiming indemnification under this ? 4.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, rebut such presumption.
? 4.02. Court-Approved Indemnification.? Anything contained in these regulations or elsewhere to the contrary notwithstanding:
??????????? A.??????? the Corporation shall not indemnify any officer or trustee of the Corporation who was a party to any completed action or suit instituted by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Corporation or misconduct (other than negligence) in the performance of his duties to the Corporation unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and
??????????? B.???????? the Corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this ? 4.02.
? 4.03. Indemnification for Expenses.? Anything contained in these regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or trustee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in ? 4.01, or in defense of any claim, issue or matter therein, he or she shall be promptly indemnified by the Corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him or her in connection therewith.
? 4.04. Determination Required.? Any indemnification required under ? 4.01 and not precluded under ? 4.02 shall be made by the Corporation only upon a determination that such indemnification of the officer or trustee is proper under the circumstances because the officer or trustee has met the applicable standard of conduct set forth in ? 4.01.? Such determination may be made only:
??????????? A.??????? by a majority vote of a quorum of trustees of the Corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding;
??????????? B.???????? if such a quorum is not obtainable or if a majority of a quorum of disinterested trustees so directs, in a written opinion by independent legal counsel other than an attorney retained previously by the Corporation, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified, within the past five (5) years; or
?????????? C.??????? by the Court of Common Pleas of Franklin County, Ohio or (if the Corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any.
Any such determination may be made by a court under division (C) of this ? 4.04 at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested trustees under division (A) or by independent legal counsel under division (B) of this ? 4.04).? No decision for any reason to make any determination required under this ? 4.04, and no decision for any reason to deny any such determination, by the disinterested trustees under division (A) or by independent legal counsel under division (B) of this ? 4.04 shall be evidence in rebuttal of the presumption recited in ? 4.01.? Any determination made by the disinterested trustees under division (A) or by independent legal counsel under division (B) of this ? 4.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the Corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
? 4.05. Advances for Expenses.? Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in ? 4.01 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or trustee promptly as such expenses are incurred by such officer or trustee, but only if such officer or trustee shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which such officer or trustee shall not have been successful on the merits or otherwise:
??????????? A.??????? if it shall ultimately be determined as provided in ? 4.04 that such officer or trustee is not entitled to be indemnified by the Corporation as provided under ? 4.01; or
??????????? B.???????? if, in respect of any claim, issue or other matter asserted by or in the right of the Corporation in such action or suit, such officer or trustee shall have been adjudged to be liable for acting with reckless disregard for the best interests of the Corporation or misconduct (other than negligence) in the performance of such officer?s or trustee?s duties to the Corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio, or the court in which such action or suit was brought, shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, such officer or trustee is fairly and reasonably entitled to all or part of such indemnification.
? 4.06. Article IV Not Exclusive.? The indemnification provided by this Article IV shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles of incorporation or these regulations or any agreement, vote of disinterested trustees, or otherwise, both as to action in such person?s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or trustee of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
? 4.07. Insurance.? The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit or self-insurance, on behalf of any person who is or was a trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person?s status as such, whether or not the Corporation would have the obligation or the power to indemnify such person against such liability under the provisions of this Article IV.? Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
? 4.08. Certain Definitions.? For purposes of this Article IV, and as examples and not by way of limitation:
?????????? A.??????? a person claiming indemnification under this Article IV shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in ? 4.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against such person, without a conviction of such person, without the imposition of a fine upon such person and without such person?s payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against such person or otherwise results in a vindication of such person);
?????????? B.???????? references to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a trustee, officer, employee, agent or volunteer of the Corporation which imposes duties on, or involves services by, such trustee, officer, employee, agent or volunteer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" within the meaning of that term as used in this Article IV; and
?????????? C.??????? the term "volunteer" shall mean a trustee, officer or agent of the Corporation, or another person associated with the Corporation, who (i) performs services for or on behalf of, and under the authority or auspices of, the Corporation, and (ii) does not receive compensation, either directly or indirectly, for performing those services.? Compensation does not include (i) actual and necessary expenses that are incurred by the volunteer in connection with the services performed for the Corporation and that are reimbursed to the volunteer or otherwise paid; (ii) insurance premiums paid on behalf of the volunteer and amounts paid, advanced or reimbursed pursuant to this Article IV, section 1702.12(E) of the Ohio Revised Code or any indemnification agreement, resolution or similar arrangement; or (iii) modest perquisites.
? 4.09. Venue.? Any action, suit or proceeding to determine a claim for indemnification under this Article IV may be maintained by the person claiming such indemnification, or by the Corporation, in the Court of Common Pleas of Franklin County, Ohio.? The Corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over his, her, or its person by the Court of Common Pleas of Franklin County, Ohio, in any such action, suit or proceeding.
ARTICLE V
School Board
? 5.01. School Board.
? 5.01(a).?? Purpose.? There shall be a school board of the Corporation, which shall be the policy-making body of the schools owned and/or operated by the Corporation.
? 5.01(b).?? Composition.? The school board shall consist of fourteen (14) elected school board member (individually, an ?Elected Member? and, collectively, the ?Elected Members?) positions and two (2) ex officio school board member positions.? All school board members, including the ex officio school board members, shall have voting rights with respect to school board business.
? 5.01(c).?? Ex Officio School Board Members.? The ex officio school board members shall be (1) the Student Ministries Coordinator of Xenos as the same may change from time to time (the ?Student Coordinator?) and (2) the school board chairman as the same may change from time to time.
? 5.01(d).?? Election and Term of Office.? The Elected Members shall be elected by the school board from any combination of (1) nominations submitted in writing by the Xenos Board, (2) nominations submitted in writing by the Student Coordinator and/or (3) nominations submitted in writing by the school board chairman; provided, however, that a person may not be elected to consecutive terms as an Elected Member.? Notwithstanding the foregoing proviso, a person filling an Elected Member position for the remainder of an unexpired term pursuant to ? 5.01(e) may (if nominated) be elected to an Elected Member position the term of which commences immediately following the completion of said unexpired term.? The Elected Member positions shall consist of three (3) classes designated as Class A, B, and C respectively.? Class A shall consist of five (5) Elected Member (collectively, the ?Class A Elected Members?) positions.? Class B shall consist of five (5) Elected Member (collectively, the ?Class B Elected Members?) positions.? Class C shall consist of four (4) Elected Member (collectively, the ?Class C Elected Members?) positions.? Elected Members who are members of Classes A, B, and C shall be elected for three (3) year terms at the annual meeting of the school board held for the purpose of electing Elected Members.? At each such annual meeting of the school board, beginning with the 1999 annual meeting, the school board shall elect so many Elected Members as are necessary to fill the positions of the Elected Members in the Class whose terms are expiring in that year.? Each Elected Member of each class shall hold office until his or her successor is elected by the school board as provided in these regulations at the annual meeting of the school board in which the term of office of such Elected Member is due to expire, except in the case of such Elected Member?s earlier resignation, death, or removal.
? 5.01(e).?? Vacancies.? A vacancy of an Elected Member position may be filled for the remainder of the unexpired term by a two-thirds (2/3) majority vote of the remaining school board members present at a meeting at which there is a quorum; provided, however, that any person chosen to fill a vacant Elected Member position must be approved in writing by either the Xenos Board, the Student Coordinator, or the school board chairman.
? 5.01(f).??? Duties of the School Board.
1.
To establish and revise Corporation school policies.? Notwithstanding anything to the contrary contained in these regulations or in any Corporation school policies now or hereafter in existence, the school board (and the Corporation as a whole) shall have a racially nondiscriminatory policy as to Corporation school students and, accordingly, shall not discriminate against Corporation school applicants and students on the basis of race, color, and national or ethnic origin.
2.
To submit an annual school budget first to the Student Coordinator, then to the Xenos Board for approval.
3.
To select, supervise, review, and if necessary terminate the superintendent.
? 5.01(g).?? School Board Meetings.? The school board shall meet annually for the purpose of electing so many Elected Members as are necessary to fill the positions of Elected Members whose terms are expiring in that year.? The school board shall meet at least annually for the purpose of (1) electing officers (other than the chairman and the vice chairman) and (2) transacting such other business as may properly come before the meeting.? School board meetings shall not be open to the public unless approved by a two-thirds (2/3) majority vote of the school board members then in office.? Where practicable, a meeting for the purpose of electing officers shall be held in August of each year.
? 5.01(h).?? Unfilled Elected Member Positions.? Notwithstanding anything to the contrary contained in these regulations:
1.
If (for an annual school board meeting held for the purpose of electing Elected Members) the number of persons nominated (pursuant to ? 5.01(d)) is less than the number needed to fill the positions of Elected Members whose terms are expiring in that year, then the excess Elected Member positions shall not be filled at that election and shall constitute vacant Elected Member positions for purposes of ? 5.01(e); provided, however, that the number of persons nominated by the chairman for any such meeting shall be no less than the number of persons necessary to maintain the total number of Elected Members at six (6).
2.
At any annual school board meeting held for the purpose of electing Elected Members, the school board may choose not to fill one or more of the positions of Elected Members whose terms are expiring in that year; provided, however, that the school board shall fill no less than the number of such Elected Member positions that is necessary to maintain the total number of Elected Members at six (6).? Any Elected Member positions that the school board chooses not to fill pursuant to the foregoing sentence shall constitute vacant Elected Member positions for purposes of ? 5.01(e).
3.
Until the 1999 annual meeting of the school board held for the purpose of electing Elected Members, James Maxwell, Dana Shook, Ed Fausnaugh, and Nick Gulyassy shall serve as Class A Elected Members.? Until the 2000 annual meeting of the school board held for the purpose of electing Elected Members, Carolyn Anson and Connie Rue shall serve as Class B Elected Members.? Until the 2001 annual meeting of the school board held for the purpose of electing Elected Members, Marjie Benadum shall serve as a Class C Elected Member.? Elected Member positions that are unfilled by this ? 5.01(h)(3) shall constitute vacant Elected Member positions for purposes of ? 5.01(e).
? 5.01(i).??? Special Meetings.? Special meetings of the school board may be called by the chairman or by the vice chairman in the absence of the chairman.? Notice of any special meeting shall be given at least (2) days previously thereto by written notice delivered personally or by mail to each school board member.
? 5.01(j).??? Quorum.? A two-thirds (2/3) majority of the school board members then in office shall constitute a quorum for the transaction of business at any meeting of the school board.? Each school board member shall have one (1) vote, and, except as otherwise provided by law, the Corporation?s articles of incorporation, or these regulations, the vote of a two-thirds (2/3) majority of the school board members present at a meeting at which a quorum is present shall constitute the action of the school board.
? 5.01(k).?? Removal.? Any Elected Member of the school board may be removed, at any time, either (1) by a two-thirds (2/3) majority vote of the school board members then in office or (2) by a majority vote of Xenos Board members present at a Xenos Board meeting at which there is a quorum.
? 5.01(l).??? Dissolving the School Board.? The Xenos Board may at any time dissolve the school board.
? 5.01(m).? Compensation.? No school board member shall receive compensation for serving on the school board.
? 5.01(n).?? Constraints.? The school board shall not enter into contracts exceeding eighteen (18) months with any individual or institution unless that contract has been previously authorized by the Xenos Board.? Furthermore, any commitments, apart from teacher contracts, that exceed $5,000 shall also require previous authorization from the Xenos Board.
? 5.01(o).?? Reporting Structure.? The school board shall report to the Xenos Board through their liaison, the Student Coordinator.? Minutes of school board meetings shall be submitted to the Student Coordinator.? Communications with the Xenos Board shall be channeled through the Student Coordinator except for an annual presentation of the school board to the Xenos Board and Student Coordinator.? This annual report shall be provided to the Xenos Board by the school board chairman at the Xenos Board?s request.? Whether this report is presented is at the Xenos Board?s discretion.
? 5.02. Officers.
? 5.02(a).?? Officers.? The officers for the school board shall be a school board chairman, vice chairman, superintendent, secretary and such other officers as the school board may from time to time designate.? The chairman shall appoint a vice chairman to serve in the absence of the chairman.? Officers whose authority and duties are not prescribed in these regulations shall have the authority and perform the duties prescribed, from time to time, by the school board.
? 5.02(b).?? Election and Terms of Office.? The chairman shall be appointed by the Xenos Board, and the vice chairman shall be appointed by the chairman.? The other officers of the school board shall be elected by the school board (by a two-thirds (2/3) majority vote of school board members present at a meeting at which there is a quorum); where practicable, the election for an office shall take place no later than four (4) months preceding the end of the term of the person then holding that office.? Each officer shall hold office until either his or her successor is duly elected and qualified or his or her earlier resignation, removal from office or death.
?? 5.02(c).?? Removal.? Any officer other than the school board chairman may be removed either (1) by a two-thirds (2/3) majority vote of the school board members then in office or (2) by a majority vote of Xenos Board members present at a Xenos Board meeting at which there is a quorum.? The school board chairman may be removed by a majority vote of Xenos Board members present at a Xenos Board meeting at which there is a quorum.
?? 5.02(d).?? Chairman. Elected Members are not eligible to hold the office of school board chairman.? The school board chairman shall be responsible for all formal communications of the school board to the superintendent, the Student Coordinator (as needed), and the Xenos Board.? The chairman shall determine the order of business for the meetings of the school board.? The chairman shall call emergency meetings when necessary.
? 5.02(e).?? Superintendent.? The superintendent shall be the principal administrative officer of the school board.? He or she shall have the general oversight of all school departments and staff.? The superintendent shall not be a school board member.? The superintendent shall conduct the affairs of the schools in accordance with the doctrinal position, plans, and methods as may be approved by the school board.? The superintendent (along with other key administrators of the school system, including but not limited to school principals) shall attend school board meetings as directed by the school board.
?? 5.02(f).??? Secretary.? The secretary shall record the minutes of the meetings of the school board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these regulations or as required by law; be custodian of the school board minutes; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the school board.? The secretary shall provide minutes of every school board meeting to the Student Coordinator.? In addition to any other duties imposed upon the secretary by these regulations, the secretary shall maintain records to support the racially nondiscriminatory policy set forth in ? 5.01(f) and shall maintain such records in accordance with section 7 of Internal Revenue Service Revenue Procedure 75-50.? Only school board members then in office are eligible to hold the office of secretary.
? 5.02(g).?? Resignation.? Any officer may resign at any time by written notice to the secretary.? The acceptance of a resignation shall not be necessary to make it effective, unless otherwise specified in the notice of resignation.? Any such resignation shall be without prejudice to the contract rights, if any, of Xenos.? The election or appointment of an officer shall not of itself create contract rights.
? 5.02(h).?? Vacancies.? When the office of chairman becomes vacant, the Xenos Board shall select a new chairman.? When the office of vice chairman becomes vacant, the chairman shall select a new vice chairman.? When the office of superintendent becomes vacant, the school board shall select a new superintendent.? A vacancy in any other office because of death, resignation, removal, disqualification or otherwise may be filled by the school board by selecting from among current school board members.? An officer selected by the school board pursuant to this ? 5.02(h) shall serve in such office until the earlier of (1) the end of his or her current term as a school board member or his or her earlier resignation or removal from the school board (but only if school board membership is a condition of the office), (2) the due election and qualification of his or her successor to the office, (3) his or her resignation or removal from the office, and (4) his or her death.
? 5.03. Property.
? 5.03(a).?? Title.? Title to all property and rights thereto shall be vested in the Corporation.? Custody of all school-related property shall remain with the Corporation unless previous consent to the contrary is received from the school board.
? 5.03(b).?? Purpose.? All school-related property is dedicated for use for educational and spiritual purposes.
ARTICLE VI
Miscellaneous
?? 6.01. Fiscal Year.? The fiscal year of the Corporation shall end on the last day of June, or on such other date as may be fixed from time to time by the board of trustees.
? 6.02. Investment Counselors.? The board of trustees may retain the services of one (1) or more investment counselors.? Any such investment counselors shall be reimbursed from the Corporation?s assets or the income therefrom for all expenses reasonably incurred by the investment counselors in the performance of their duties.? The investment counselors shall be entitled to such reasonable compensation for services rendered as may from time to time be agreed among the investment counselors and the board of trustees.? Such compensation shall be paid out of, and charged to, the Corporation?s assets or the income therefrom.
? 6.03. Additional Contributions.? The Corporation may receive additional contributions from any person or entity at any time.
? 6.04. Reimbursement and Compensation of Trustees.? The trustees of the Corporation shall be entitled to reimbursement for all expenses reasonably incurred by them in connection with the performance of their duties.
? 6.05. Amendments.? At a meeting called for such purpose, the Corporation?s articles of incorporation and these regulations may be amended by the affirmative vote of three-fourths (3/4) of the whole number of trustees then in office.
