Living Earth School

“PART III, LINE 4: LES is best known for our fun outdoor education summer camps for kids and teens that go beyond a typical summer camp experience. We cultivate a culture at camp that builds community and fosters nature connection to a living earth, teaching kids about themselves, others and the natural world through direct experiences. Our amazing instructors teach skills that relate directly to life - shelter, fire, water, food, awareness of our surroundings - we remind and show kids what is real. We teach kids to love nature by giving them time and experience in nature, without digital diversions or extraneous activities. Everything we do is geared to deepen our connection with each other and with the natural world around us. Beyond just summer, programs at the Living Earth School range from one day workshops, to weekly homeschool classes, weekend expedition trips, and long-term immersive courses for adults.”

“A draft of the Form 990 is presented to the members of the Board of Directors for review prior to filing with the IRS.”

“Hub Knott (Executive Director and Board Member) has a family relationship with Kate Knott (Board Member).”

“Documents are shared with the public upon request.”

“Members of the Board of Directors annually sign a statement confirming that they will comply with the conflict of interest policy. Before decisions are made, any board member with a conflict of interest must disclose it. This is managed and overseen by the Executive Director and the Executive Committee of the Board.”

“ARTICLE I: GENERAL 1.1 Purpose A. The Living Earth School (LES) is formed as a not-for-profit organization, established under the Laws of the State of Virginia, promoting charitable purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986. B. The principal office of LES shall be located at its principal place of business or such other place as the Board may designate. As of the date of this document, the location of the principal place of business is 101 Rocky Bottom Lane, Afton, Virginia, 22920. 1.2 Mission A. Within a supportive community, the Living Earth School mentors grounded, caring humans in naturalist knowledge, mindfulness, community building, adventure, earth skills, and deep nature connection. ARTICLE II: ORGANIZATIONAL STRUCTURE 2.1 Structure and Size of Board of Directors A. LES will consist of the governing Board of Directors and paid staff as needed to carry out operations with additional help and involvement from unpaid volunteers. B. The Board of Directors will consist of a minimum of three (3) members, not to exceed eleven (11) members. C. Founder Directors: Two seats on the Board are reserved for the founders of LES, Adam Hub Knott and Kate Knott. Founder Directors may serve on the Board regardless of any other paid or volunteer position they hold within the organization. D. Board Vacancy: The Executive Committee of Board Officers will approve and present the slate of qualified candidate(s) to the full board for a subsequent vote. The Executive Committee may designate a nominating committee to develop the slate if desired. The election may be held either at a scheduled meeting or through electronic or voice communications outside of a scheduled meeting with appropriate notations made in the board records by the Story Keeper. No individual may be named or elected as a director without their consent. E. The Board of Directors may add a member to or remove a member from the board by vote at any meeting or special meeting of the Board of Directors. The Board may remove any Director with or without cause, except Founder Directors who may only be removed for cause.The intention is to work to achieve consensus on these decisions, if possible. F. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs. 2.2 Board Qualifications and Selection A. All board members must: 1. Be 18 years or older 2. Have a strong interest in the LES mission 3. Desire to help facilitate the success of LES initiatives 4. Share time, talent, and resources with LES 5. Understand their role as a fiduciary and take on responsibility for the wise and ethical spending of donated or earned funds and property of the organization 6. Stay well informed about the organization 7. Sign and maintain confidentiality and conflict of interest agreements 2.3 Board Term A. The initial set of Directors are elected for staggered terms as provided in 13.1-858 of the Code of Virginia of 1950, as amended. After the expiration of the initial term, Directors will hold office for two (2) year terms. B. Directors may be re-elected by the board to serve a second successive term before they must rotate off the Board for at least one year before becoming eligible to serve on the board again. C. Each board member shall serve until their term ends, the board member resigns, dies, or is removed as a member by the Board of Directors. D. The two Founder Directors, Hub Knott and Kate Knott, are exempt from term limits. 2.4 Compensation A. Directors of the Board serve without pay, though the reasonable expenses of Directors related to their duties may be paid or reimbursed.”

“PART IV, Line 4 continued: 2.5 Director Resignation A. Any director may resign effective upon giving written notice to the Mission Keeper of the Board, but no director may resign if the organization would then be left with no duly elected director in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the state of Virginia. 2.6 Committees A. Standing or ad hoc committees may be established under the Board to carry out advisory roles or special tasks. Each committee will have a chairperson designated to communicate back to the board via an assigned sitting Board Director. B. No committee can exercise the authority of the Board. 2.7 Meetings A. The Board will meet at least 4 (four) times per year which includes a meeting designated as an annual meeting. The annual meeting to elect new board members and officers will be held on the 4th Thursday of January each year. B. All meetings can be held in-person, by phone, virtually, or any means of communication so long as all Directors participating can simultaneously hear each other during the meeting and providing that the Story Keeper maintains complete and accurate minutes of all meetings. C. Board members will receive a reminder of each upcoming meeting or notification of any change of schedule or additionally scheduled special meetings at least one week in advance of the meeting. 2.8 Quorum A. A quorum is here defined as 2/3 the number of sitting board members, not including vacant seats. A quorum will be required at any meeting to hold a vote or conduct business. B. Once a quorum requirement has been met, any decision done or made by a majority of the directors present at a meeting is the act of the Board of Directors. 2.9 Action Without a Meeting A. Any vote or action normally taken at a meeting can be taken without a meeting so long as the action is written, voted upon, and documented as minutes of the organization. ARTICLE III: DUTIES OF DIRECTORS AND OFFICERS 3.1 Board Director Duties A. All Board members will: 1. Perform all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws. 2. Appoint and remove, employ, and discharge Directors, Officers and Executive Director. 3. Approve the duties and compensation (if any) of all Directors, Officers, and Executive Director. 4. Approve the annual budget and any necessary budget changes throughout the year and provide oversight of its implementation. 5. Provide oversight that all Officers, Directors, and Executive Director of the organization are performing their duties properly. 6. Attend meetings as scheduled. 7. Approve the annual report and 990 Non-profit Tax Return. 8. Participate in a Board evaluation once a year. 9. Other business as needed.”

“PART VI, LINE 4: 3.2 Executive Committee of Board Officer A.The Executive Committee of the Board is comprised of the:1.the Mission Keeper (coincides with the term President in wider culture)2.the Vibe Tender (coincides with the term Vice-President in wider culture)3.the Story Keeper (coincides with the term Secretary in wider culture)4.the Resource Keeper (coincides with the term Treasurer in wider culture)B.Officers are nominated with the prior consent of the nominee and elected by a 2/3 vote at any meeting or special meeting of the Board of Directors. The intention is to work to achieve consensus, if possible.C.The Board will elect the Executive Committee positions promptly after its election each year.D.Officers shall serve a term of one year with terms beginning January 1 and terminating the following December 31. Officers may serve two successive terms, if willing, nominated, and elected.E.Additional officer positions can be created by the board if needed. Officers must be Board members who are then nominated and elected by the Board members.F.Any Officer can be removed with or without cause at any time by a 2/3 vote of the Board.The intention is to work to achieve consensus on these decisions, if possible.G.Succession1.To help assure the succession of leadership and adequate support and training, it is intended that the Vibe Tender becomes the Mission Keeper at the end of the Mission Keepers term.2.The past Mission Keeper is encouraged to mentor and support the new Mission Keeper who comes after him or her. 3.3 Officer Duties A. The Mission Keeper. Presides at meetings. Has the power and authority to sign all bonds, deeds, mortgages, extension agreements, leases, and contracts of the organization. Assures that laws and Board protocols are followed. Attends the overall direction and mission of the organization. B. The Vibe Tender: Performs duties and has powers of the President during the absence of the Mission Keeper. Assists Mission Keeper/President and attends to the overall functioning and distribution of tasks across the board and committees. C. The Story Keeper: Keeps a record of minutes of the meetings including attendance, important discussion points not of a confidential nature, and decisions made, noting the vote count. Maintain updated contact information of Board Directors. D. The Resource Keeper: Reports current financial status at board meetings of all expenses and revenue. Will assure that accurate books of account of the organizations financial transactions are being maintained. Will stay updated on relevant tax laws and ensure tax payments and forms are filed with correct information in a timely manner. 3.4 Signing Authority A. Documents: the Mission Keeper has signing authority on all regulatory documents necessary for doing business as a non-profit corporation, grants, agreements and reporting documents. This power may also be granted by the Board to a staff member in a leadership position with the organization when prudent. B. Bank Accounts: The Resource Keeper and one other designated Board Member will have signing authority on LES bank accounts. This power shall also be designated by the Board to certain staff members when prudent.”

“PART VI, LINE 4 CONTINUED: ARTICLE IV: NON LIABILITY OF DIRECTORS 4. 1 Non Liability A. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. The Directors and Officers of the corporation shall be protected from legal liability by the organization to the fullest extent permissible under the laws of Virginia. ARTICLE V: FISCAL YEAR 5. 1 Fiscal Year a. The LES Fiscal year will begin on January 1 and end on December 31.”

“PART VI, LINE 4 CONTINUED: ARTICLE VI: LIQUIDATION 6. 1 Liquidation A. If the organization is dissolved, the assets remaining after the payment of obligations, including promissory notes, shall be donated to another charitable cause or tax-exempt organization as specified in 501(c)(3) of the Code. The Board will select the recipient(s) of the assets by majority vote. Article VII: Amendments A. These bylaws may be amended at any regular meeting by a 2/3 vote at any meeting or special meeting of the Board of Directors. The intention is to work to achieve consensus on these decisions, if possible.”

“Miscellaneous educational programs (see schedule o) 246764. 0. 102849.”