BYLAWS

OF

___________________High School
a Washington nonprofit corporation

ARTICLE I
NAME AND OFFICES

Section 1. Name The Name of the corporation is ______________ High School (“corporation” or
“school”).
Section 2. Location The principal office of the school is located at Seattle, Washington. The school may
have such other offices as the Board of Directors (the “Board”) may designate.

ARTICLE II
NONPROFIT EDUCATIONAL PURPOSES

Section 1. IRC Section 501 (c)(3) Purposes This school is a corporation that is organized exclusively
for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue
Code, including, for such purposes, the making of distributions to organizations that qualify
as exceptions organizations under 501(c)(3) of the Internal Revenue Code.
Section 2. Purposes “The Church has the right to establish and direct schools of any discipline, type and
level.” (canon 800 §1, 1983 Code of Canon Law). This corporation is organized as a
Catholic high school and shall be operated exclusively for the purpose of carrying out the
mission of Catholic education in the Archdiocese of Seattle, which the Church undertakes so
that those educated "may be inspired by the spirit of Christ," attain "a well-balanced
perfection of the human personality," and contribute to the development of the world as a
place more worthy of the human person (Gravissimum Educationis, #3, Vatican Council II).
Throughout these Bylaws, the "corporation" shall be referred to as a "school," and these terms
shall be interchangeable. The school's purposes, goals, objectives, and activities must be
consistent with the teaching of the Church as interpreted and proclaimed by the Roman
Catholic Archbishop of Seattle in providing Catholic education to students attending Catholic
schools in Western Washington. The school shall have the authority to acquire in the name of
the school, by the purchase or otherwise, property of any kind, and to borrow money and to
incur indebtedness to advance the purposes of the school, and to cause to be executed and
delivered therefore in the corporate name promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, or other evidences of debt and security therefore, subject to approval of
the Member as provided in Article II. It shall also have the authority to exercise all rights,
powers and privileges granted by the laws of the State of Washington to corporations

Page 1 of 13
 organized under the Washington Nonprofit Corporation Act (RCW Chapter 24.03) except as
are inconsistent with the express provisions of the Articles of Incorporation or these Bylaws.
Section 3. Catholic Education True Catholic education must strive for complete formation of the
human person that looks to his or her final end as well as to the common good of society.
Students are to be nurtured in such a way that they are able to develop their physical, moral,
and intellectual talents harmoniously, acquire a more perfect sense of responsibility and right
of use of freedom and are formed to participate actively in social life (canon 795, 1983 Code
of Canon Law).

ARTICLE III
MEMBERSHIP

Section 1. Member The school shall have as its sole member the individual then serving as the
Archbishop of the Catholic Archdiocese of Seattle (the "Member"). The Member shall have
the authority and reserved power to:
a. Require that the philosophy and mission of the school comply with the purposes set
forth in Article II, Sections 2 and 3 above;
b. Approve any amendments to or restatements of the Articles of Incorporation and the
Bylaws of the school;
c. Appoint, upon recommendation of the Board, the Members of the Board of Directors
(“directors”) and remove directors with or without cause;
d. Appoint, upon recommendation of the Board, the Chair of the Board and remove the
Chair with or without cause;
e. Approve any initiation or dismissal of a lawsuit brought by or against the school;
f. Approve any application for a government grant which has impact upon or implicates
the mission of the Catholic Church;
g. Require business-like controls and structures over all aspects of the school financial
activities, including an annual financial audit of the school;
h. Approve the purchase, lease or sale of any significant asset in excess of $250,000 or
making of any major financial transaction or other contractual commitment in excess of
$250,000;
i. Approve incurring of any significant debt (defined as any collateralized or securitized
debt or loan, interest bearing revolving accounts, or similar financial instruments or
accounts in excess of $250,000);
j. Approve the final closing of the school;
k. Appoint and remove, upon consultation with the Board, the President of the school; and
l. Appoint and remove, upon consultation of the Board and President, the principal of the
school.
Where the Member’s approval is required, the Member may provide that approval through
his delegates, including the Superintendent of Catholic Schools or the Chief Financial

Page 2 of 13
 Officer.

ARTICLE IV
DIRECTORS

Section 1. Number The school shall have a minimum of five (5) directors and not more than twenty-
one (21) directors, and collectively they shall be known as the Board. The maximum number
of directors may be changed from time to time to any number not less than five (5) by
amendment to these Bylaws, but no decrease shall have the effect of shortening the term of
any incumbent director.
Section 2 Tenure; Qualifications; and Removal Directors shall be selected based on how the
individual’s abilities and experience fulfill the needs of the Board as defined from time to
time by a Committee as set forth in Article VII, without regard to race, color, sex, national
origin or disability (except as such disability may impair the person's ability to discharge the
responsibilities herein). However, at all times the overall Board shall be comprised of a
majority of practicing Catholics. The definition of a "practicing Catholic" is a person who is
a participating member in good standing in a Catholic parish, as attested to by the appointed
pastoral leader of the parish. This definition may be amended from time to time, in the sole
discretion of the Member, excluding the vote of the affected director if applicable, subject to
final approval of the Member. The Board shall endeavor to ensure that the make up of the
Board includes a balance of school parents and non-parents, and that it reflects the diversity
of the community it serves.
The Member, through his delegate, shall at all times have a seat on the Board, not subject to
any term.
Subject to Article IV, Section 18 below, each director shall hold office for a period of three
(3) years, for up to two consecutive terms, however in compelling circumstances a Director
may serve an additional term with approval of the Board. Directors shall be appointed by the
Member following the recommendation of the Board, with the terms staggered such that
each year approximately 1/3 of the directors shall be up for election. A director completes
his/her term at the conclusion of the annual meeting. Despite the expiration of a director's
term, unless a director is removed, each director continues to serve until such director’s
successor shall have been appointed or until there is a decrease in the number of directors.
Further, limitations on directors' terms shall not apply to a director appointed Chair or Vice
Chair during said Chair’s or Vice Chair’s term of office.
A director may be removed from office, with or without cause, by the Member.
A director may be removed from office, with or without cause, by the affirmative vote of
two-thirds of the directors present at a meeting at which a quorum is present and notice of
the removal was referenced in the meeting notice. Any director who misses three
consecutive regularly scheduled Board meetings, without advance notice, may be treated by
the Board as having resigned as a director.
Section 3. Powers All corporate powers shall be exercised by or under the authority of, and the
business and affairs of the school shall be managed under the direction of, the Board, except
as otherwise provided herein or by the laws under which this school is formed or in the

Page 3 of 13
 Articles of Incorporation. The Board may adopt such rules and regulations for the conduct
of their meetings, including, without limitation, the establishment of closed meetings or
sessions, and the management of the school as they may deem proper and which are not
inconsistent with applicable statutes, the Articles of Incorporation or these Bylaws.
Section 4. Duties Every director occupies a position of trust. Directors are to govern, make prudent
policy decisions, oversee operations and hold school management accountable for its
actions. To accomplish these general tasks, directors are required to act in good faith, with
ordinary care, acting in a manner the director reasonably believes to be in the best interests
of the school. This standard of conduct encompasses two overriding obligations: the duty of
care and the duty of loyalty.
a. The duty of care requires that, at a minimum, a director become and remain informed
about the business of the school, attend board meetings and serve the interests of the
school. Directors must give the school the benefit of their judgment uncorrupted by
the taint of self-interest.
b. Under the duty of loyalty, a director commits allegiance to the mission and vision of
the school and acknowledges that the best interest of the school must prevail over any
individual interest. The director must give primacy to the interests of the school
rather than personal concerns.
c. In addition, the director owes a duty of obedience to carry out the school's mission
and vision. This also includes a requirement for directors to take all necessary and
reasonable measures to ensure compliance with the law.
d. Directors are responsible for oversight of the fiscal health of the school. This
involves review and approval of the proposed annual budgets, evaluation of the
appropriate financial reports and statements and oversight of the funds held in the
school's name.
e. Directors are responsible to supervise the affairs of the school, and this involves the
annual evaluation of the President of the school and providing their evaluation to the
Superintendent of Catholic Schools. Directors shall also ensure appropriate support,
encouragement and help for the President and any other chief executive officer
whenever possible without meddling. Specific responsibilities include:
1. Recommending a mission statement grounded in the Catholic faith tradition
for the school;
2. Ensuring that the School promulgates and implements appropriate policies
and recommending policies to the President as it deems necessary;
3. Setting and evaluating long range goals for the school;
4. Developing means to finance the school (including tuition structures,
financial development and fund-raising);
5. Overseeing the process for hiring the President and recommending
candidates to the Member for appointment; and
6. Ensuring the school has appropriate physical facilities and resources for the
performance of its educational mission.
Section 5. Compensation Directors shall serve without compensation except they shall be allowed

Page 4 of 13
 reasonable advancement or reimbursement of expenses incurred in the performance of their
duties.
Section 6. Meetings The Board may designate any place within the State of Washington for the
holding of meetings. Said meetings shall be closed to the public.
Section 7. Agenda Matters may be placed on the agenda for any meeting by any director in
consultation with the Chair, or by the Chair, by notifying the Secretary by telephone or in
writing of the matter to be placed on the agenda no later than seven (7) days preceding the
annual meeting or the regular meeting.
Section 8. Emergency Agenda The Board or Chair may declare that any item of business required to
be set forth on an agenda of a meeting or any item coming before the Board at a special
meeting, constitutes an "emergency matter" and the Board or Chair can thereby waive the
requirement that such a matter be included on the agenda or in the notice of a special
meeting. To declare a matter an "emergency" shall require a two-thirds (2/3) vote of the
directors present, as long as a quorum is present.
Section 9. Annual Meeting The annual meeting of the Board shall be held annually for the purposes of
electing directors and transacting such business as may properly come before the meeting.
Section 10. Regular Meetings By resolution, the Board may specify the date, time and place for the
holding of regular meetings without other notice than such resolution.
Section 11. Special and Emergency Meetings Special and Emergency meetings of the Board may be
called by the Chair, the Vice-Chair, the Secretary, or by any two directors.
Section 12. Notice of Meetings The following provisions shall govern the giving of notices for meetings
of the Board:
a. Regular Meeting Reasonable notice shall be given of any regular meeting of the Board.
b. Special Meeting The Secretary shall give at least seven (7) days prior notice to each
director of each special meeting of the Board. Such notice may be oral or written, may be
given personally, by first class mail, or telephone, electronic mail or by facsimile
machine, and shall state the place, date and time of the meeting and the matters proposed
to be acted upon at the meeting. A director may waive proper notice by attendance at
such meeting.
c. Emergency Meeting The Secretary, or in the absence of the Secretary, any member of the
Executive Committee, shall give immediate notice by any means available, and shall state
the place, date and time of the meeting and the matters proposed to be acted upon at the
meeting. A director may waive proper notice by attendance at such meeting.
Section 13. Quorum for Meetings A quorum shall consist of attendance by more than 50% of the
directors of the Board entitled to vote.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or
provisions of law, no business shall be considered by the Board at any meeting at which the
required quorum is not present, and the only motion which the Chair shall entertain at such
meeting is a motion to adjourn.
Section 14. Majority Vote If a quorum is present when a vote is taken, the affirmative vote of a
majority of the directors present at the meeting is the act of the Board.
Section 15. One Vote Per Director At all meetings of the Board, each director entitled to vote shall

Page 5 of 13
 have one (1) vote. No director may vote by proxy.
Section 16. Conduct of Meetings Meetings of the Board shall be presided over by the Chair, or, if no
such person has been so designated or, in his or her absence, the Vice Chair or, in the
absence of each of these persons, by a Chairperson chosen by a majority of the directors
present at the meeting. The Secretary of the Board shall act as Secretary of all meetings of
the Board, provided that, in his or her absence, the presiding officer shall appoint another
person to act as Secretary of the Meeting.
The rules of procedure at meetings of the Board and committees shall be rules contained in
Robert's Rules of Order on Parliamentary procedure, newly revised, so far as applicable and
when not inconsistent with these Bylaws, the Articles of Incorporation or by any resolution
of the Board.
Section 17. Meetings by Conference Telephone Directors of the Board or members of a committee
may participate in their respective meetings by means of a conference telephone or other
communications equipment by means of which all persons participating in the meeting can
hear each other at the same time, which shall constitute presence in person at such meeting.
Section 18. Vacancies Vacancies on the Board shall exist (1) on the death, resignation or removal or any
director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chair, the Secretary, or
the Board, unless the notice specifies a later time for the effectiveness of such resignation.
No director may resign if the school would then be left without a duly elected director or
directors in charge of its affairs, except upon notice to the Office of the Attorney General or
other appropriate agency of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of
law, vacancies on the board may be filled by appointment of the Member based on
recommendations from the Board of Directors. A person appointed to fill a vacancy on the
board shall hold office for the remainder of the term which can be renewed through
appointment of the Member or until the director's death, resignation or removal from office.
Section 19. Non-Liability of Directors The directors shall not be personally liable for the debts,
liabilities, or other obligations of the school.
Section 20. Indemnification by School of Directors and Officers The school, to the fullest extent
permissible, shall and hereby does indemnify the directors and officers of the school under
the laws of this state.
Section 21. Insurance for Corporate Agents Directors, officers, employees and other agents of the
school shall be insured through the Corporation of the Catholic Archbishop of Seattle.
Except as may be otherwise provided under provisions of law, the Board may adopt a
resolution authorizing the purchase and maintenance of additional insurance on behalf of
any agent of the school against liabilities asserted against or incurred by the agent in such
capacity or arising out of the agent's status as such, whether or not the school would have the
power to indemnify the agent against such liability under the Articles of Incorporation, these
Bylaws or provisions of law. Such insurance shall be procured under the direction of the sole
member and placed with carrier(s) insuring the sole member.

Page 6 of 13
 ARTICLE V
OFFICERS

Section 1. Designation of Officers The officers of the school shall be a Chair, Vice Chair, Secretary,
and Treasurer, all of whom shall be current directors. A person may serve more than one
capacity, but not as both the Chair and Secretary. The school may also have one or more
Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be
determined from time to time by the Board.
Section 2. Qualifications Any person may serve as officer of this school, without regard to race, color,
sex, national origin or disability (except as such disability may impair the person's ability to
discharge the responsibilities herein), provided, however,
a. The Chair and Vice Chair shall be practicing Catholics as defined in Article IV, Section
2.
b. The Chair shall have served one term as Vice Chair.
c. The Vice Chair shall have been a current director for at least one year.
Section 3. Election and Term of Office The Chair shall be appointed by the Member upon
recommendation of the Board. All other offices shall be filled by appointment of the
Member based on recommendations from the Board of Directors, at any time necessary to
fill a vacancy.
The Chair shall hold office for a single term of two (2) years.
All other officers shall hold office until he or she resigns or is removed or is otherwise
disqualified to serve, or until his or her successor shall be appointed, whichever occurs first.
Section 4. Removal and Resignation The Board may recommend to the Member the removal of any
officer, including the Chair, either with or without cause, at any time. Any officer may
resign at any time by giving written notice to the Board or the Chair or Secretary. Any such
resignation shall take effect at the date of receipt or such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. The above provisions of this Section shall be superseded
by any conflicting terms of a contract which has been approved or ratified by the Board
relating to the employment of any officer.
Section 5. Vacancies Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Member. In the event of a vacancy in any
office other than that of Chair, such vacancy may be filled temporarily by appointment by
the Member until such time as the vacancy is filled in accordance with Article V, Section 3.
Section 6. Chair The Chair shall supervise and control the affairs of the Board, set meeting agendas,
maintain the philosophy of the Board and the activities of the officers. He or she shall
perform all duties incident to his or her office and such other duties as may be required by
law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from
time to time by the Board. He/She shall, in the name of the school, execute such deeds,
mortgages, bonds, contracts, checks, or other instruments which may from time to time be
recommended by the Board and approved by the Member.
Section 7. Vice Chair In the absence of the Chair, or in the event of their inability or refusal to act, the

Page 7 of 13
 Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the Chair. The Vice Chair shall have
other powers and perform such other duties as may be prescribed by law, by the Articles of
Incorporation, or by these Bylaws, or as may be prescribed by the Board.
Section 8. Secretary The Secretary shall:
a. Certify and keep at the principal office of the school the original, or a copy, of these
Bylaws as amended to date.
b. Keep at the principal office or at such other place as the board may determine, a book of
minutes of all meetings of the directors and meetings of committees, recording therein the
time and place of holding, whether regular or special, how called, how notice thereof was
given, the names of those present or represented at the meeting, and the proceedings
thereof.
c. See that all notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
d. Be custodian of the board and governance records per Article IX, Section 1.
e. Exhibit at all reasonable times to any director, or to his or her agent or attorney, on
request thereof, the Bylaws and the minutes of the proceedings of the directors.
f. In general, perform all duties incident to the office of Secretary and such other duties as
may be required by law, by the Articles of Incorporation, or by these Bylaws, or which
may be assigned to him or her from time to time by the Board.
Section 9. Treasurer The Treasurer, with the assistance of the President and Chief Financial Officer of
the School, shall ensure that regular books of account are kept, shall render to the Board of
Directors, from time to time as may be required, an account of the financial condition of the
school, shall oversee the preparation of the annual audited financial statements, and shall
perform all other duties properly required of the Treasurer by the Board of Directors.
Section 10. Other Officers The Board may at any time elect one or more additional Assistant
Secretaries, Assistant Treasurers, or other needed officers, whose terms of office shall be the
same as for the other officers, which officers shall perform such duties and have such
powers as may be assigned to them by the Board, from time to time.

ARTICLE VI
PRESIDENT / PRINCIPAL

Section 1. President The President of __________ High School is the chief administrative officer of
the school who is appointed, in consultation with the Board, by the Member, serves on the
Board of Directors as an ex-officio (non-voting) member, is accountable to the Member and
to the Board on matters delegated by the Member and the Board as provided in these
bylaws, and reports to the Superintendent of Catholic Schools and the Board. The President
or his/her delegate shall be an ex-officio member of all standing committees. The President
shall be a practicing Catholic as defined in Article IV, Section 2.
Section 2. Principal The Principal of _________ High School is the chief academic officer of the

Page 8 of 13
 school, who answers to the President and is responsible for the continuing Catholic faith
formation of the faculty and students, the school’s educational and co-curricular programs,
and managing the day-to-day operations of the school. The Principal shall be a practicing
Catholic as defined in Article IV, Section 2.

ARTICLE VII
COMMITTEES

Section 1. Designation of Committees In addition to the Standing Committees set forth in Section 3
below, the school shall have such other committees as may from time to time be designated
by resolution of the Board which shall include at least one (1) director. Committees may
also include persons who are not Directors, who shall serve as non-voting members.
Section 2. Meetings and Action of Committees Meetings and action of committees shall be governed
by, noticed, held and taken in accordance with the provision of these Bylaws concerning
meetings of the Board, with such changes in the context of such Bylaw provisions as are
necessary to substitute the committee and its members for the Board and its directors, except
that the time for regular and special meetings of committees may be fixed by resolution of
the Board or by the committee. The Board may also adopt rules and regulations pertaining to
the conduct of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
Section 3. Standing Committees The Board shall have the authority to organize itself and to form
such committees as deemed appropriate, including the following standing committees:
Executive, Finance, and Advancement.
The chairperson of each committee shall be a Board member and each committee, through
its chairperson, shall regularly report to the Board.
The Executive Committee shall be comprised of the Chair, Vice Chair, Secretary, and
Treasurer., It may include other Directors. The immediate past Chair may be an ex-officio
(non-voting) member. It shall act in the interim between meetings of the full Board and be
subject to the control and direction of the Board. This committee shall act on matters that
cannot reasonably await action by the full Board. Such actions shall not be inconsistent with
the actions taken or the policies established by the Board. It shall be responsible for
overseeing the implementation of the School’s strategic plan which responsibility may be
delegated to an ad-hoc committee from time to time. All actions of the Executive Committee
are subject to review, approval or overrule, by the Board.

ARTICLE VIII
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1. Execution of Instruments The Board, except as otherwise provided in these Bylaws, may
by resolution authorize any officer or agent of the school to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the school, and such
authority may be general or confined to specific instances. Unless so authorized, no officer,

Page 9 of 13
 agent, or employee shall have any power or authority to bind the school by any contract or
engagement or to pledge its credit or to render it liable monetarily for any purpose or in any
amount.
Section 2. Deposits All funds of the school shall be deposited from time to time to the credit of the
school in such banks, trust companies, Archdiocese Revolving Fund, or other depositories,
subject to approval by the Board.
Section 3. Gifts The appropriate officers or their designated personnel may accept on behalf of the
school any contribution, gift, bequest, or devise for the nonprofit purposes of this school,
within the guidelines set by the Board and approved by the Member.

ARTICLE IX
BOARD AND GOVERNANCE RECORDS AND REPORTS

Section 1. Maintenance of Board and Governance Records The school shall keep at its principle or
registered office copies of its current Articles of Incorporation and Bylaws; correct and
adequate records of accounts and finances; minutes of the proceedings of the Board, and any
minutes which may be maintained by committees of the Board; records of the name and
address of each director, and each officer; and such other records as may be necessary or
advisable in the normal course of the School's business..
Section 2. Periodic Report The Board shall cause any annual or periodic report required under law to
be prepared and delivered to an office of this state to be so prepared and delivered within the
time limits set by law. The accounting year shall be the twelve months ending June 30.
Section 3. Annual Report The Board shall cause an annual report to be delivered to the Office for
Catholic Schools for the Archdiocese of Seattle, which report may include but not be limited
to metrics and description of activities in the following areas:
a. Mission, vision, and faith formation;
b. Program & curriculum;
c. Facilities;
d. Marketing and public relations;
e. Development;
f. Human resources;
g. Finance;
h. Board development

ARTICLE X
IRC 501(c)(3) TAX EXEMPTION PROVISIONS

Section 1. Limitations of Activities No substantial part of the activities of this school shall be the

Page 10 of 13
 carrying on of propaganda, or otherwise attempting to influence (except as otherwise
provided by Section 501(h) of the Internal Revenue Code), and this school shall not
participate in, or intervene in (including the publishing or distribution of statements), any
political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this school shall not carry on any
activities not permitted to be carried on:
a. By a corporation exempt from federal income tax under Section 501(c) (3) of the Internal
Revenue Code, or
b. By a corporation, contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code.
Section 2. Prohibition Against Private Inurement No part of the net earnings of this school shall inure
to the benefit of, or be distributable to, its directors or officers, or other private persons,
except that the school shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the purposes of
this school.
Section 3. Distribution of Assets Upon the dissolution of this school, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this school shall be
distributed to the Archdiocese of Seattle within the meaning of Section 501(c)(3) of the
Internal Revenue Code.
Section 4. Nondiscrimination The school admits students of any sex, race, color, national or ethnic
origin, or disability which can be reasonably accommodated to all the rights, privileges,
programs and activities generally accorded or made available to students at the school. It does
not discriminate on the basis of sex, race, color, national or ethnic origin, or disability which
can be reasonably accommodated in administration of its educational policies, admissions
policies, financial aid programs, athletic programs or other school administered programs.
(The definition of “reasonably accommodated” falls fully under Bishop Blanchet’s sole
discretion).

ARTICLE XI
EMERGENCY BYLAWS

Section 1. Definition This Article shall be effective only in an emergency, which shall be defined as a
condition where a quorum of the school's directors cannot readily be assembled because of
some catastrophic event.
Section 2. Purpose The purpose of this Article is to make provisions that may be practical and
necessary for the circumstances of the emergency. The priorities shall be the safety and
immediate care of its staff and students followed by the actions necessary to protect the
continued future operation of the school.
Section 3. Designation of Provisional Chair If the Chair is not available, a Provisional Chair shall be
selected from those directors able to attend during the emergency in the following order: Vice
Chair, Secretary, Treasurer, most senior director present, appointment by the Member.
Section 4. Designation of Provisional President If the President is not available, a Provisional

Page 11 of 13
 President shall be selected in order from the following list: Principal, most senior Vice
Principal, most senior Department Head, most senior Teacher, appointment by the Member.
Section 5. Meetings Special meetings may be called during the emergency and notice shall be given by
any means available. A quorum shall be defined as the number of directors that are able to
attend the meeting during the emergency.
Section 6. Other Provisions All other provisions of these Bylaws that are consistent with this Article
remain effective during the emergency. This Article is not effective after the emergency ends.
Section 7. Limited Liability All actions taken by the officers and directors of the Board in good faith in
accordance with the Article shall be binding on the school and may not be used to impose
liability on the director or officer.

ARTICLE XII
AMENDMENT OF BYLAWS

Section 1. Amendment Except as may otherwise be specified under provisions of law, these Bylaws, or
any of them, may be amended or repealed and new Bylaws adopted by a two-thirds (2/3) vote
of the directors present, as long as a quorum is present, subject to approval by the Member.

ARTICLE XIII
CONSTRUCTION AND TERMS

Section 1. General Terms

a. If there is any conflict between the provisions of these Bylaws and the Articles of
Incorporation of this school, the provisions of the Articles of incorporation shall govern.
b. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid
for any reason, the remaining provisions and portions of these Bylaws shall be unaffected
by such holding.
c. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of
Incorporation filed with the Secretary of State of Washington and used to establish the
legal existence of this school, as may be subsequently amended or restated from time to
time.
d. All references in these Bylaws to a section or sections of the Internal Revenue Code shall
be to such sections of the Internal Revenue Code of 1986 as amended from time to time,
or to corresponding provisions of any future federal tax code.

Page 12 of 13
 ADOPTION OF BYLAWS
We, the undersigned, are the current officers of this school, and we consent to, and hereby do, adopt the
foregoing Bylaws, as the Bylaws of this school, with an Effective Date of _________________________ ,
20____.

Chair Vice Chair

Secretary Treasurer

Archbishop of __________, Member

Page 13 of 13