---

ARTICLE I— MEMBERSHIP

SECTION 1— Qualifications

1. Any individual who supports the goals of the Association and is of good character and behavior shall be eligible for membership regardless of gender, religion, race, nationality, and ethnicity.
2. The parent(s) of students enrolled in the Chinese language school for children automatically become member(s) of the Association.
3. The teacher(s) of the Chinese Language School for Children shall automatically become member(s) of the Association.

SECTION 2— Membership Application

1. All regular members are obliged to pay annual membership dues.
2. A portion of the tuition paid for the enrollment of student(s) in the Chinese language school may be applied toward membership dues.
3. The amount of membership dues shall be determined by the Board of Directors from time to time.
4. Membership application shall be by recommendation of two or more members.
5. The Board of Directors shall accept or reject the membership application in accordance with the Constitution and these Bylaws.

 

ARTICLE II—MEETINGS

SECTION 1—Annual Membership Meeting

1. The Association shall hold an Annual Membership Meeting, at the time and place determined by the Board of Directors, if such shall not have been fixed by the preceding Annual Membership Meeting.
2. A notice of the Annual Membership Meeting shall be sent by the Secretary to every member of the Association no less than fourteen (14) days before the opening of the Annual Meeting.
3. An “Association Year” is defined as the same school year as the Chinese Language School for Children.

SECTION 2—Special Membership Meeting

1. A Special Membership Meeting shall be held if a call for such a meeting, with a stated purpose, has been voted on by a Membership Meeting, by a majority concurring vote of the Board of Directors, or by written petition of more than one-third (1/3) of the membership.
2. If and when the Secretary of the Association finds that the call for a Special Meeting has been duly made, he/she shall send the notice thereof to every member no less than fourteen (14) days before the fixed day for said meeting. The notice shall state the time, place, and purpose of the Special Meeting and the business to be transacted.

SECTION 3—Voting by Proxy

1. Each member shall be entitled to one vote regardless of the type of qualification.
2. Proxy voting may be made by mailing a proxy ballot directly to the Secretary and must be received at least two (2) days before the scheduled meeting.
3. Options for casting such proxy ballots shall be provided to the membership with a Meeting Notice.

SECTION 4—Nominations

1. Any member of the Association shall be eligible for nomination for any of the offices of the Association. The nomination shall be received in writing twenty-five (25) days before the election by the secretary with the concurrence of the nominated party and endorsed by no less than two (2) members of the Association.

 

ARTICLE III - THE BOARD OF DIRECTORS

SECTION 1—Directors and Officers

1. A total of seven (7) Directors shall constitute the Board of Directors of the Association.
2. Upon the formation of the Board, after each Annual Membership Meeting, the Directors, with the exception of the principal, shall elect amongst themselves a Chairman, a Secretary, a Treasurer, a Director of Membership Affairs, a Director of Student Activities, and a Director of Public Relations. The terms of office of the Directors shall be two (2) years. The Directors may each serve consecutively, if so elected, up to three consecutive terms.
3. The Chairman of the Board shall be the President of the Association.
4. The President shall be the Chief Executive Officer of the association; he/she shall preside at all meetings of the members and the Board of Directors; he/she shall have general and active management of the affairs of the association; he/she shall counsel the Principal of the Chinese Language School on policy matters of the school operations.
5. The Secretary shall attend all meetings of the Board and all general membership meetings, acting as clerk thereof; he/she shall record all votes and minutes of all its transactions; he/she shall give, or cause to be given, all notice of regular and special meeting of the Board and the general membership of the association; he/she shall be the publisher of any official newsletter and the membership directory of the association.
6. The Treasurer shall have custody of corporate funds and properties, he/she shall keep full and accurate accounts of all receipts and disbursements in books belonging to the association; he/she shall disburse the funds of the association as may be ordered by the Board; he/she shall render an account of all the transactions and of the financial conditions of the association at the annual membership meetings and/or whenever it may be required by the Board.
7. The Director of Membership Affairs shall be responsible for all cultural and recreational activities organized for the membership. Such activities shall include but not be limited to: tennis tournaments, cultural seminars, workshops, etc.
8. The Director of Student Activities shall be responsible for all organized student extracurricular activities. Such activities shall include, but not limited to: New Year’s Party, picnic, summer camp, etc.
9. The Director of Public Relations shall be responsible for all negotiations and rental arrangements; he/she shall be responsible for securing physical spaces for functions of the Chinese Language School and other activities of the association.
10. The Principal of the Chinese Language School has the authority and responsibility to conduct all the business for the school, specifically, the hiring of teachers, the planning of curriculum and teaching methods, the selection of teaching materials, the setting of school calendars, etc. He/she shall represent the school for any exterior affair. He/she shall have use of the telephone network of all parents and declare any emergency closing of the school or snow days.
11. The Board shall also establish Ad Hoc Committees for specific functions that the Board deems necessary. The Heads of the committees shall be nominated by the Chairman and approved by the Board of Directors.

SECTION 2—Filling of Unexpired Terms on Board

1. In the event that the need arises to fill unexpired terms of Board Members, the Board shall appoint a current member of the Association to fill such positions until a permanent replacement is elected at the next Annual Membership Meeting.

SECTION 3— Functions and Duties of the Board

1. The Board shall manage, direct, control, and administer the property, affairs, and business of the Association. The Board shall also act as trustees for and be custodians of its property and interests; exercise all authorities, rights, and powers granted the Board by law; and perform and operate as required by the Constitution and these Bylaws.
2. The Board must meet in regular or special meetings in order to transact business.
3. The Board shall be responsible for the execution of all general policies and instruction adopted at a duly called meeting of the Association and shall act for and on the behalf of the Association in all matters within its jurisdiction. The Board shall render to each Annual Membership Meeting a full report of the conditions and interests of the Association, its activities, its budgets, and its accomplishments, and The Board shall submit therewith such recommendations as it deems fit and proper.

SECTION 4—Meetings of the Board

1. The Board shall hold two (2) regular meetings each year.
2. A Special Meeting of the Board shall be held at the request of any three (3) members of the Board or upon the call of the President.
3. No less than one-half (1/2) the number of Directors of the Board shall constitute a quorum for the transaction of business.
4. The Board shall announce its regular and special meetings and may invite the participation of membership at large.

SECTION 5—Removal of the Directors

1. Removal of the Directors shall be treated as “Important Matters”.

 

ARTICLE IV—AMENDING THE BYLAWS

1. Amendment of these Bylaws shall be proposed in writing to the Board thirty (30) days prior to a meeting of the Board. A majority of approval shall be required by the participating Board Members in order to adopt such an amendment.
2. The Board shall present to the Annual Membership Meeting the amendment for its approval.