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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

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.

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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 Shenandoah Valley Academy Constitution & Bylaws

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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.

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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

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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.

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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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