Bylaws of CORE Educational Services

Last revised: November 11, 2025

Article I. Corporation

Section 1.1 Name

The name of the non-profit corporation is CORE Educational Services (the "Corporation").

Section 1.2 Principal Office and Registered Agent

The principal office of the Corporation within the Commonwealth of Virginia is located at 14120 NewBrook Drive, Chantilly, VA 20151. The Corporation may maintain additional offices at such other places as the Board of Directors may determine from time to time. The Corporation maintains a registered agent in Virginia at its principal office or such other address as may be designated in its filings with the Commonwealth.

Section 1.3 Mission and Purpose of the Corporation

The mission of the Corporation is to build strong moral values, social capital, academic success, and leadership capabilities for students, the future generation. Through mentorship programs, educational seminars, and hands-on volunteering experiences, the Corporation seeks to develop social and moral growth for students while preparing them academically for the future.

CORE Educational Services is organized and operated exclusively for charitable, moral values and character education, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of future federal tax law, including the making of distributions to other organizations that qualify as exempt organizations under that section.

The purposes of the Corporation include, but are not limited to:

Providing educational services to youth to support development of their academic and social capital, including afterschool programs, weekend school programs, mentoring programs, and educational support programs.
Providing educational consulting services to nonprofit organizations performing similar educational activities.

Article II. Members

This Corporation shall have no members.

Article III. Board of Directors

Section 3.1 Powers and Qualifications

The Corporation is managed by its Board of Directors. Each director must be at least eighteen years of age.

Section 3.2 Number

The Board shall consist of not fewer than three and not more than eleven directors, as determined from time to time by a majority of the entire Board. Any decrease in the number of directors shall not shorten the term of any incumbent director.

Section 3.3 Election and Term

The initial Board consists of those individuals named in the Corporation's formation documents. Thereafter, directors are elected at the annual meeting of the Board by a majority vote and serve until a successor is elected and qualified, or until earlier death, resignation, or removal.

Section 3.4 Vacancies and Newly Created Directorships

Newly created directorships and vacancies on the Board may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy serves until the next annual meeting at which directors are elected and until a successor is elected and qualified.

Section 3.5 Resignation

Any director may resign at any time by delivering written notice to the Corporation. Unless otherwise specified, the resignation is effective upon receipt and does not require Board acceptance.

Section 3.6 Removal

Any director may be removed, with or without cause, by the majority vote of the Board at a meeting at which a quorum is present.

Section 3.7 Meetings

Meetings of the Board may be held at such times and places as the Board determines. Regular meetings may be scheduled without further notice. Special meetings may be called as provided by Board resolution or by the Board chair.

Section 3.8 Quorum

Unless a greater proportion is required by law or these bylaws, a simple majority of the entire Board constitutes a quorum for the transaction of business.

Section 3.9 Action by Written Consent

Any action required or permitted to be taken by the Board or a committee may be taken without a meeting if all members of the Board or committee consent in writing to a resolution authorizing the action. Such resolutions and consents are filed with the minutes.

Section 3.10 Committees of the Board

The Board may establish standing or ad hoc committees, each consisting of three or more directors, and may delegate to such committees any authority permitted by law and consistent with these bylaws.

Section 3.11 Annual Report of the Board

At the annual meeting, the Board shall present a report summarizing the Corporation's assets, liabilities, revenues, expenses, and principal changes in financial position for the preceding fiscal period. The report is filed with the corporate records and entered into the minutes.

Governance Structure

The Corporation has no voting members. All governing authority is vested in the Board of Directors, which serves as the supreme governing body and is responsible for the overall management, strategic direction, and legal compliance of CORE Educational Services.

Board Composition and Committees

The Board consists of no fewer than three and no more than eleven trustees, each of whom must be at least eighteen years of age.
Trustees are elected at the annual meeting of the Board by majority vote and serve until a successor is elected and qualified, or until earlier death, resignation, or removal.
Newly created trusteeships and vacancies may be filled by a majority vote of the remaining trustees.
The Board may establish standing or ad hoc committees (for example, finance, fundraising, or community outreach) consisting of three or more trustees, which may be delegated authority of the Board to the extent permitted by law.

Responsibilities and Decision-Making

The Board manages the affairs of the Corporation, oversees programs and activities, and ensures consistency with the Corporation's mission and charitable purposes.
The Board elects the officers of the Corporation, defines their duties, and may determine compensation for officers and key employees in accordance with applicable law.
The Board approves the annual budget, monitors financial health, and presents an annual report that summarizes assets, liabilities, revenues, and expenses for the fiscal period.
A simple majority of the entire Board constitutes a quorum for the transaction of business, and decisions are generally made by majority vote of directors present at a meeting where a quorum exists.
Actions may also be taken without a meeting when all directors consent in writing to a resolution authorizing the action.

Officers and Executive Leadership

Officers of the Corporation include a Chair of the Board, Secretary, Treasurer, and Executive Officer, and may also include one or more Vice Chairs or assistant officers as determined by the Board. Officers are elected annually by the Board and are responsible for carrying out the policies and directives of the Board.

In general, the Chair provides leadership to the Board and presides at Board meetings, while the Executive Officer (or Executive Director) oversees day-to-day operations, supervises staff and volunteers, implements Board-approved strategy, and serves as the primary liaison between management and the Board. The Secretary maintains corporate records and minutes, and the Treasurer oversees the Corporation's finances and financial reporting.

Article IV. Officers, Agents, and Employees

The officers of the Corporation include a Chair of the Board, Secretary, Treasurer, and Executive Officer, and may include one or more Vice Chairs, Assistant Secretaries, and Assistant Treasurers as determined by the Board.

Officers are elected by the Board and hold office until their successors are elected and qualified, or until earlier death, resignation, or removal. The Board may remove officers, agents, or employees with or without cause and may fix their compensation in accordance with applicable law.

The duties of officers include presiding at Board meetings, maintaining corporate records, managing finances, and overseeing day-to-day operations in accordance with Board policies.

Article V. Miscellaneous

The fiscal year of the Corporation is the calendar year or such other period as the Board may determine. The Corporation maintains accurate books and records at its principal office, including financial accounts, minutes of Board and committee meetings, and a current list of directors and officers.

The Board determines who is authorized to sign checks, enter into contracts, and execute other instruments on behalf of the Corporation. The Board may adopt and amend a corporate seal and other administrative procedures as needed.

The Corporation may indemnify its directors and officers and obtain insurance to the fullest extent permitted by law, provided that no indemnification or insurance results in self-dealing or taxable expenditures under the Internal Revenue Code.

The Corporation shall not make loans to directors or officers, except as permitted under applicable law, and maintains a non-discrimination policy that prohibits discrimination on the basis of race, color, religion, national origin, sex, disability, or any other protected status in its employment practices and programs.

A conflict-of-interest policy guides directors and key decision-makers to avoid personal benefit from corporate actions and to disclose and recuse themselves from matters where a conflict exists.

Upon dissolution, the Corporation's assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to governmental entities for public purposes, as determined by a court of competent jurisdiction.