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POTOMAC CONFERENCE CORPORATION OF SEVENTH-DAY ADVENTISTS

SHENANDOAH VALLEY ACADEMY CONSTITUTION AND BYLAWS

As Voted at the Potomac Conference

First Quinquennial Constituency Session September 26, 2010

Shenandoah Valley Academy 1 September 26, 2010 Constitution & Bylaws

CONSTITUTION

FOR SHENANDOAH VALLEY ACADEMY

Article I--Name

The name of this institution is Shenandoah Valley Academy.

Article II--Identification

Shenandoah Valley Academy is owned and operated by the Potomac Conference

Corporation of Seventh-day Adventists. It is located and its principal business is

transacted at 234 West Lee Highway, New Market, Virginia 22844. The constituency of

Shenandoah Valley Academy shall be the same as that of the Potomac Conference

Corporation of Seventh-day Adventists.

Article III--Business, Objectives, and Purposes

The purpose and mission of this institution, Shenandoah Valley Academy,

(hereafter referred to as the Academy), is to provide a Seventh-day Adventist Christian

environment in which youth may mature and develop spiritually, intellectually, physically,

and socially. In harmony with this purpose, the students are provided with the

opportunity to pursue college preparatory and general study programs which prepare

them for life-long learning, expanded career opportunities, and more enriched lives in the

service of God, the Seventh-day Adventist Church, and humanity.

Article IV--Board of Trustees

Section 1: Election-- The voting members of Potomac Conference constituency

shall elect at its regular session a board of trustees of at least twenty-five (25) members,

with at least thirteen (13) being lay members not employed by the Potomac Conference.


These members shall be nominated by the nominating committee of the Potomac

Conference of Seventh-day Adventists. The President, Vice President for

Administration, Vice President for Finance and Vice President for Education of the

Potomac Conference of Seventh-day Adventists, the Vice Principal of Education of the

Columbia Union Conference of Seventh-day Adventists, the Principal of the Academy

and the Vice Principal for Finance of the Academy shall be members ex officio.

Trustees, after being duly elected, shall serve until their successors are duly elected.

The board of trustees shall be empowered to remove trustees when necessary due to

failure to meet the qualifications outlined in Section 4 of this article, including attendance

requirements, and to fill any vacancies occurring on the board of trustees. All terms of

office expire at the next regular scheduled constituency session.

Section 2: Officers-- The President of the Potomac Conference of Seventh-day

Adventists shall be chairperson of the board of trustees. The Vice President for

Administration of the Potomac Conference of Seventh-day Adventists shall be vice

chairperson of the board of trustees. The Principal of the Academy shall serve as the

secretary of the board of trustees.

Section 3: Quorum-- A quorum for the transaction of business by the board of

trustees shall consist of a simple majority of the board of trustees and shall include one of

the following: the chairperson, vice chairperson, or secretary.

Section 4: Qualifications-- No person shall serve, or continue to serve, as an

officer or trustee or member of a standing committee, who is not, or shall cease to be, a

member in good and regular standing of a recognized Seventh-day Adventist Church or

who gives evidence of being out of harmony with Seventh-day Adventist educational aims

and policies. Trustees, other than ex officio members, missing more than fifty (50)

percent of board meetings in a twelve-month (12) period are subject to replacement.

Section 5: Meetings-- Meetings of the board of trustees may be called at any

time by the chairperson or, in his absence or disability, by the vice chairperson or the

secretary. The chairperson or, in his absence or disability, the vice chairperson shall call

a meeting upon the written request of five (5) or more members of the board, at which

meeting, in the absence of the chairperson or the vice chairperson or a chairperson


designated by either of them, the board of trustees may designate a chairperson pro tem.

At least four (4) meetings of the board of trustees shall be held each year. Board

members shall be notified of any special board meetings by the chairperson or designee.

Section 6: Other Committees--The Board of Trustees shall have full

administrative authority to appoint committees and subcommittees as deemed

appropriate or necessary. The membership of each committee and subcommittee shall

include no less than two members of the Board of Trustees. Each committee and

subcommittee shall have and may exercise the authority of the Board of Trustees to the

extent provided in the resolution of the Board of Trustees designating or appointing said

committee or as provided by law or the Constitution or Bylaws of Shenandoah Valley

Academy.

Section 7: Voting Procedure-- All business shall be transacted by a vote of

simple majority, unless otherwise determined by the board, with each member present

having one (1) vote on each motion. The board may elect to accept electronic voting via

email or teleconferencing etc.

Section 8: Audits-- The auditors of the General Conference of Seventh-day

Adventists shall be authorized to examine the financial records of this institution annually

and at such times as may be requested by the board of trustees. Copies of audited

statements and management letters shall be distributed to the board on a timely basis.

Article V--Amendments This constitution may be amended at any regular Constituency Session of the

Potomac Conference by a two-thirds (2/3) vote of the delegates present.


BYLAWS OF SHENANDOAH VALLEY ACADEMY

Article I-- Duties and Responsibilities of the Board of Trustees

The duties and responsibilities of the board of trustees shall include but not be

limited to the following:

a. To appoint such sub-committees of the board of trustees as it may deem

necessary for the most efficient discharge of its responsibilities.

b. To oversee that the operation of the Academy is in harmony with the

policies of the Potomac Conference, Columbia Union and General

Conferences of Seventh-day Adventists.

c. To adopt annually an operating budget which provides sufficient funds for

the efficient operation of the school, maintenance of credible scholastic

program, proper maintenance of buildings, grounds, and equipment, and

the building of adequate reserve funds.

d. To employ and determine the assignment and conditions of employment of

the principal and all staff members in harmony with the Potomac

Conference K-12 Board and the Seventh-day Adventist working policies .

e. To adopt a calendar for the school year providing for at least the minimum of

school days as required by the State Minimum Standards for Schools of the

Commonwealth of Virginia, and/or the Columbia Union Educational Code,

whichever has the greatest requirements, specifying the opening and

closing dates, registration dates, all authorized holidays and vacation

periods and to provide this material in a bulletin for the patrons of the

school.

f. To hear appeals/grievances according to the procedures outlined in the

Columbia Union Code of Education.

g. To support the principal and staff in their responsibilities of organization and

administration of the school program.

h. To carry out actions assigned by the Potomac Conference constituency, the


K-12 Board of Education, or the Potomac Conference Executive

Committee.

i. To perform such other functions as are generally recognized to be the

responsibility of a board of trustees.

Article II--Duties and Responsibilities of the Principal

The duties and responsibilities of the principal shall include the following:

a. To conduct the school in an efficient manner in harmony with the policies of

the Potomac Conference and the Seventh-day Adventist Church.

b. To provide, when requested to do so, counsel and information to the board

of trustees in all matters pertaining to the successful operation of the

Academy.

c. To cooperate with the board of trustees in the protection, care, and

maintenance of all school property entrusted to him/her and to keep the

board of trustees advised of necessary equipment needs, repairs or

replacements, custodial services required for proper health and sanitation,

and all other items necessary to meet and maintain accepted school

standards.

d. To maintain professional system of school records.

e. To assist in preparing the budget.

f. To organize the staff and coordinate the school program to achieve the

spiritual, scholastic, physical and social objectives of the school.

g. To oversee teachers are properly certified and to keep the board informed

of requirements necessary to maintain and upgrade the certification of the

staff.

h. To be responsible for the prompt rendering of all required reports.

i. To represent the school at civic and other public functions.

j. To recommend to the Board of Trustees any/all exempt and non-exempt

personnel for hire.


Article III--Amendments

These bylaws may be amended by a two-thirds (2/3) vote of the members of the

board of trustees present and voting at any regular or special meeting.

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