210.1 Bylaws of
Mennonite Education Agency

Approved by the Executive Board of Mennonite Church USA
on September 15, 2001

Approved by the MEA on August 4, 2001

Approved by the Legal Team Greg Hartzler, Carol Suter, Karl Sommers
on August 2, 2001

Bylaws of Mennonite Education Agency, Inc.

Article I
General

  1. Name. The name of this organization is Mennonite Education Agency, Inc., which is commonly known as the “Mennonite Education Agency” (sometimes referred to as the “MEA”).
  2. Scope. This organization is established with particular reference to the Mennonite Church USA, Inc. and its area conferences, congregations, associate groups and member organizations (sometimes collectively referred to as “MC USA”).
  3. Confession of Faith. The MEA will be guided by the Confession of Faith in a Mennonite Perspective and the other documents on the faith and life of the church adopted by the Delegate Assembly and the Executive Board of MC USA.
  4. Anti-Racist. The MEA will implement the commitments of the MC USA to having anti-racist institutions in all aspects of its work.
  5. Coordinated Planning Processes. The MEA will develop and maintain coordinated planning processes for the MEA, the higher education institutions and the councils of schools affiliated with the MEA and other educational efforts and undertakings of MC USA that:
    1. involve church leaders, students, parents, higher education institutions and councils of schools in identifying the educational needs of the church,
    2. lead the existing higher education institutions and councils of schools and other educational efforts and undertakings of MC USA in meeting the defined educational needs of the church effectively and efficiently, and
    3. develop other programs and institutions which may be desired to meet the defined educational needs of the church.
  6. Seal. The MEA may have a seal which shall have impressed upon it the name “Mennonite Education Agency, Inc.” and the word “Seal” in the middle thereof; provided, however, that no seal shall be necessary to bind the MEA or for any other purpose with respect to documents executed by or on behalf of the MEA.
  7. Fiscal Year. The fiscal year of the MEA shall end June 30 of each year.

Article II
Purpose

  1. Purpose. The purpose of the MEA is to:
    1. Advocate for the vision and mission of Anabaptist-Mennonite education in church and school.
    2. Develop and maintain the vision for, and the long-term interests of, Anabaptist-Mennonite education.
    3. Discern the educational needs of the church and work to develop schools and programs which best meet these needs.
    4. Dismantle racism in the MEA and the schools.
    5. Encourage and enable schools to collaborate in ways that ensure that the common good of Mennonite education and the church will take precedence over specific institutional self-interest.
    6. Facilitate cooperation, collaboration, and coordination among MC USA, its affiliated education institutions and between these institutions and other MC USA programs.
    7. Provide services in support of the missions of the education institutions.
    8. Provide for the establishment and maintenance of accountability and support relationships between the schools and the church.

Article III
Purpose

  1. Board of Directors. A Board of Directors shall be organized to give leadership and to act on behalf of the corporation. Directors are not representatives of specific constituencies, but are to act in the best interests of the MEA as a whole. The Board of Directors shall:
    1. serve as the Board of Directors of the MEA, as chartered by the State of Indiana, and exercise full legal responsibility for the MEA;
    2. articulate the vision of the MEA and implement that vision;
    3. promote anti-racist principles throughout the MEA and the entities and institutions that are affiliated with the MEA;
    4. coordinate the generation and allocation of resources for programs and activities of the MEA;
    5. foster cooperation with those persons and entities who or which are representatives for the educational vision, mission and policy of the Mennonite Church Canada, other Mennonites worldwide, and other denominations;
    6. receive counsel from the Executive Board (the “Executive Board”) of MC USA;
    7. report routinely and periodically to the Executive Board the status of current program priorities and budgets, and present to the Executive Board program projections for counsel, direction and acceptance;
    8. provide leadership in carrying out the education-related policies and programs authorized by the Executive Board;
    9. appoint the Executive Director of the MEA subject to policies approved by the Executive Board, provided that any such executive officer shall be approved by the Executive Board before being so appointed and may be removed by the Board of Directors at any time, with or without cause, upon the approval of the Executive Board;
    10. provide for an internal organization of the MEA appropriate to carrying out the interests of the Board and the MEA; and
    11. take such other actions as may be necessary or appropriate for the operation of the MEA.
  2. Membership. The Board of Directors shall be comprised of not less than eleven (11) and not more than thirteen (13) Directors selected as follows:
    1. Six (6) members elected by the Delegate Assembly of MC USA (the “Delegate Assembly”).
    2. Five (5) members appointed by the Executive Board after consultation with the Board of Directors and the Executive Director of the MEA.
    3. Up to two (s) additional Directors selected by the elected and appointed Directors of the MEA, such selections being subject to confirmation by the Executive Board.
    4. In selecting Directors and nominees for Directors, the selecting entities shall consult with recognized racial/ethnic groups and shall reasonably attempt to select nominees and Directors such that approximately one-half of the Directors are women, approximately one-half of the Directors are men and there is appropriate representation of persons of color and recognized racial/ethnic groups. Specific skills, age, and geographic representation should also be considered in the Director nomination and appointment process.
    5. Except for the initial Directors, whose terms shall be either two (2) years or four (4) years, as specified at the time of their election/appointment, the term of office for Directors shall be four (4) years, with possible reappointment for two (2) additional terms. Individuals appointed to complete unexpired terms are eligible for two (2) additional full four (4)-year terms. The respective terms of the initial Directors shall be specified so that approximately one-half of those Directors elected/affirmed or appointed are so selected in each biennium. Directors may serve a maximum of three (3) full consecutive terms. The term of each Director shall begin with the first meeting of the Board of Directors following his/her election/appointment.
    6. All Directors shall be members in good standing of member congregations of the MC USA. Except for the initial Directors, employees and board members of a school or council affiliated with the MEA shall not serve as Directors on the MEA.
    7. Any Director appointed or elected by the MC USA or its Delegate Assembly or Executive Board may be removed, with or without cause, by the Executive Board. Any Director selected by the elected and appointed members of the Board of Directors may be removed, with or without cause, by the Board of Directors.
    8. If the position of a Director elected by the Delegate Assembly or of a Director appointed by the Executive Board becomes vacant, the Executive Board may fill such vacancy for the interim until the expiration of the term. Such interim appointments are then eligible for service for two (2) additional full four (4) year terms.
    9. If the position of a Director selected by the elected and appointed members of the MEA becomes vacant, the Board of Directors may fill such vacancy for the interim until the expiration of the term, subject to confirmation of such appointment by the Executive Board. Such interim appointees are then eligible for service for two (2) additional full four (4) year terms.
  3. Meetings.
    1. Regular meetings of the Board of Directors shall be held at least three (3) times a year and/or at such other times as determined by the Board of Directors.
    2. Special meetings of the Board of Directors may be called by the Chair of the Board of Directors (the “Chair”) on five (5) days notice to each Director, either personally, by mail, by telegram, or (to the extent permitted by law) by E-mail, utilizing in each case the last address of the Director registered with the Board of Directors. Special meetings may be called by the Chair or the Executive Director in like manner and on like notice on the written request of any four (4) Directors, or if otherwise provided by governing law. Notice of the time, place, and purposes of any meeting of the Directors may be waived in writing, either before or after the holding of such meeting, or by personal attendance or participation in the meeting, unless the Director at the beginning of the meeting or promptly upon the Director’s arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
    3. A majority of the total number of Directors shall constitute a quorum for the start of any meeting of the Board of Directors, provided, however, that if a quorum is present at the start of a meeting and subsequently any Director leaves, a quorum shall continue to exist so long as there are at least one-third but not less than four (4) of the Directors in office present.
    4. A majority vote of the Directors present at a meeting at which a quorum is present shall be required to transact official business.
    5. Voting by proxy shall not be permitted.
  4. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all Directors and such written consent is filed with the minutes of the proceedings of the Board of Directors. To the extend E-mail consents are permitted by law, a written consent shall be deemed to exist when the E-mail address from which an affirmative response is E-mailed corresponds to the E-mail address registered with the corporation for the Director who is making the response. Written copies of such E-mail responses shall be filed with the minutes of the proceedings of the Board of Directors.
  5. Conference Call Meetings. Any or all of the Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating in the meting can communicate with each other. Such participation constitutes per essence in person at the meeting.
  6. Appointments. As of the effective date of these Bylaws, the Board of Directors is responsible for the following appointments:
    1. The Executive Director of the MEA.
    2. Members for the various MEA committees.
    3. Trustees, directors and advisory board members, as appropriate, for entities and institutions associated or affiliated with the MEA.
    4. Additional appointments as needed from time to time to provide for various projects, committees, offices and boards to carry out the work of the MEA.
    5. Appointment of up to two (2) additional Directors, and appointments necessary to fill any vacancy in positions of Directors selected by the elected and appointed members of the MEA for the interim until the normal expiration of the term so filled, subject to confirmation by the Executive Board.

Article IV
Officers and Committees

  1. Officers of the MEA. The officers of the MEA shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer and an Executive Director, and such other officers as the Board of Directors may specify from time to time. All officers other than the Executive Director must be Directors.
    1. Chair. The Chair shall preside at all meetings of the Board of Directors, shall be an ex officio member of each committee of the Board, and shall perform such other duties as are usually performed by the Chair of similar organizations.
    2. Vice Chair. The Vice Chair shall serve in the Chair’s place on request or in the absence or disability of the Chair.
    3. Secretary. The Secretary shall record, or cause to be recorded, all votes and the minutes of all proceedings of the Board of Directors and shall be in charge of the storage and safekeeping of such minutes as well as other documents and records committed to his or her care. The Secretary shall be responsible for the authentication of all records of the corporation and perform such other duties as may be decided upon by the MEA.
    4. Treasurer. The Treasurer shall keep a record of all finances of the Corporation and shall perform such other duties as shall be designated by the Board of Directors.
    5. Term of Office. Except for the initial officers, the term of office of the Chair, Vice Chair, Secretary, and Treasurer shall be two (2) years, or until their successors have been duly elected and/or appointed, unless removed earlier by the Board of Directors. The Chair and the Treasurer shall be placed in one division and the Vice Chair and Secretary in another division, such that the terms of those officers in one division shall expire one (1) year after the terms of those in the other division. There shall be no limitation of terms for officers of the MEA.
    6. Duties. The duties of the officers shall include those duties provided in these Bylaws, those duties which usually pertain to said respective offices, and those duties which are specifically assigned by the Board of Directors from time to time. Any duties specifically assigned by the Board of Directors are subject to limitations imposed by the Board of Directors.
    7. Removal. Any officer may be removed by the Board of Directors at any time, with or without cause. In addition, the Chair may be removed, with or without cause, by the Executive Board
    8. Vacancies. In the case of any vacancy in any office, such vacancy shall be filled by the Board of Directors unless otherwise provided in these Bylaws. No two offices shall be held by the same person at the same time.
  2. Executive Director.
    1. The Board of Directors shall select and employ an Executive Director as the primary administrative officer who shall be its principal agent in the management of the MEA. The appointment of the Executive Director shall be subject to policies approved by the Executive Board and shall be approved by the Executive Board before the appointment becomes effective. The Executive Board shall conduct the administrative affairs of the Board of Directors, serve as an officer of the Board of Directors, supervise employees of the MEA and have such other general and specific duties as the Board of Directors shall assign to the Executive Director from time to time. The Executive Director may be removed at any time, with or without cause, by the Board of Directors upon the approval of the Executive Board.
    2. The Executive Director may give notice of any meeting of the Board of Directors when called in accordance with the provisions of these Bylaws, and shall also perform such duties as are customarily incident to the office of chief administrative officer.
  3. Standing Committees. The Board of Directors shall establish the following standing committees: Committee on Pastoral and Theological Education, Committee on Colleges and Universities and Committee on Elementary and Secondary Education. The Board of Directors shall appoint such Directors and such other persons as it shall select to serve on each of the three committees.
  4. Other Committees. In addition to the standing committees referred to above, the Board of Directors may from time to time appoint such other special committees as may be necessary and advisable to carry out the work of the MEA.
  5. Signature of Documents. For legal purposes, either the Chair or the Executive Director of the MEA may sign documents requiring an official signature on behalf of the MEA, unless otherwise directed by the Board of Directors.

Article V
Relationships with Schools and Councils of Schools

  1. Statements of Arrangement.
    1. For those higher education institutions and councils of elementary and secondary schools with which the MEA establishes statements of arrangements (“SAs”), such SAs shall establish and maintain the means whereby:
      1. the church can communicate its educational needs effectively through the MEA to the higher education institutions and councils,
      2. the MEA can exercise oversight of and provide counsel to the higher education institutions and councils on behalf of the church, and
      3. the higher education institutions and councils can operate responsively in meeting the educational needs of the church, while maintaining sufficient autonomy to foster the creativity, flexibility, and efficiency essential to being excellent education institutions.
    2. The MEA will not necessarily relate to all of the higher education institutions or councils in the same way and the relationships may change over time.
    3. The SA for each higher education institution will describe the respective roles and functions of the MEA and the institution for at least the following matters:
      • mission/purpose
      • articles/bylaws
      • board member appointments
      • presidential appointments
      • programs
      • campus master plans
      • strategic plans
      • capital projects

      With respect to each of the foregoing matters the relationship shall involve at least a required consultative relationship. As used herein, the term “consultative” shall mean that:

      1. Board agenda, dockets and minutes of the institution will be shared with the MEA on a routine basis,
      2. written drafts of significant proposals to be considered by the governing body of the institution with respect to such matters will be shared with the MEA,
      3. for each of the significant proposals to be considered by the governing body of the institution with respect to such matters, requests for response (critique, guidance, support, concern) will be made to the MEA.,
      4. serious, good faith consideration of MEA responses with respect to such matters will be given by the governing body of the institution, and
      5. the institution will communicate with the MEA regarding final action by its governing body with respect to such matters.
      6. The SA for each council will clarify the purposes of the MEA and the council, and will describe the respective roles and functions of the MEA and the council.
      7. As part of its SA with the MEA, each institution and council will affirm and declare its support of the mission, purposes, and organization of the MEA as stated above and agree to continue in dialogue and relationship with the MEA as the MEA pursues its educational mission.
      8. Each SA will specify the manner in which it can be modified, amended or terminated, or the parties thereto will otherwise establish such understanding in a separate writing.
    4. Mutual Discernment. The institutions and councils will commit themselves to an ongoing process of mutual discernment leading to the most effective and efficient patterns of relationship that advance the mission of the MC USA through the MEA and its member institutions and councils.
      3. Mediation Services. The MEA will arrange for mediation services in cases of inter-institutional conflicts.
      4. Counsel. At its own initiative, the MEA will provide counsel to the higher education institutions and councils on matters which the MEA deems may have long-range implications or potentially significant impact on the member institutions or councils, other institutions or councils, or MC USA agencies.
      5. Special Provisions Regarding Pastoral and Theological Education. In addition to the foregoing, MEA, the seminaries, and the other pastoral and theological education units within all of the higher education institutions shall work closely with the ministerial leadership agencies of MC USA in planning for meeting the pastoral and other leadership needs of the church. MEA shall also cooperate with the designated agency in the Mennonite Church Canada in providing pastoral and theological education for Mennonite Church Canada and MC USA.

Article VI
Indemnification

  1. In General. Directors, officers and employees of the MEA shall be indemnified to the extent provided under Indiana Code Section 23-17-16, as such provision exists upon the adoption of these bylaws.

Article VII
Amendments

  1. Amendments. These Bylaws may be amended or repealed at any regular meeting of the Board of Directors, or at special meetings called for that purpose, by a two-thirds vote of the Directors then holding office, provided written notice of the proposed Bylaw amendments or revisions shall have been mailed to each meeting. Amendments to these Bylaws shall not become effective until approved by the Executive Board.