BYLAWS

HUAXIA CHINESE SCHOOL, NEW YORK

Article 1. Name

The registered name of the organization is Huaxia Chinese School, New York ( 纽约华夏中文学校) (hereafter referred to as "the School").

The School is registered with the State of New York as a non-profit organization.

Article 2.    Objectives

The objective of the School is to teach Chinese language and promote awareness of Chinese culture. The School teaches Chinese phonics (pinyin) and simplified Chinese characters (jianti zi) and encourages students to be familiar with traditional Chinese characters.

Article 3. Membership

3.01     The School is an association of its members.

The membership consists of adult students (18 years old and over) and parents or guardians of non-adult students. Anyone who is interested in Chinese language and culture may apply to become a student of the School regardless of age, gender, race, religion, and nationality. Anyone who has served on the Board of Directors will become a lifetime member.

3.01.1 Members must:

3.01.2   Members are entitled to:

3.02     Student

A student is required to register for at least one class each semester. A non-adult student is required to register for at least one language class each semester.

3.03     Membership Suspension or Termination

Any member who violates the School Bylaws, rules and regulations or commits a criminal offense at the School may have his/her membership suspended or his/her status terminated by the School administration with the approval of the Board of Directors.

Article 4.     Organization Structure

4.01      The School Consists of Members, Board of Directors, School Administration, and Parents Council.

4.01.1  The Board of Directors consists of seven members. The most recent four former Principals and the most recent three former Chairpersons of the Parents Council (PC) are ex officio members of the Board.

4.01.2 School Administration consists of the Principal, the Vice Principal(s), and other School officers such as Financial Director, Dean of Academics, School Secretary and the occupants of other positions appointed by the Principal.

4.01.3  Parents Council consists of parents who provide voluntary assistance to the school operation and carry out activities in cooperation with the School Administration.

4.02     Term of all Elected and Appointed Officers

The term of all officers under School Administration and Parents Council shall be one academic year starting at the end of the previous academic year. The term of Directors shall be four academic years for former Principals and three academic years for former Chairpersons of the Parents Council starting at the end of the term of their respective official position.  At the end of the term, all documents and properties related in anyway to the operation of the School, in the possession of any person, shall be transferred to the School by the end of July.

Article 5.   Rights and Responsibilities of Members

5.01     Functions and Responsibilities

5.01.1    Members are the highest legislative body of the School.

5.01.2    On the basis of nominations by the Board of Directors, members elect the Principal and the Chairperson of the Parents Council.

5.01.3     Members approve the School's Bylaws and its amendments.

5.01.4     Members may revoke the appointment of Directors, elected officers of the School, and the Chairperson of the Parents Council.

5.01.5     Members shall receive annual school financial reports from the Principal.

5.02     Meeting of Members

5.02.1  Meetings of members must be held at least once a semester. A meeting of members to elect the Principal and the Chairperson of the Parents Council must be held at least one week before the end of each school year, presided over by the Chairperson of the Board or a Board member in absence of the Chairperson of the Board. Should there be a budget proposal deadlock with the Board of Directors, a special Membership meeting shall be called.

5.02.2  A meeting of members may be called by the majority of the Board of Directors, or by a written petition signed by at least 20% of all members.

5.02.3  A meeting of members may be called by the Principal or the Chairperson of the Parents Council with written notification to the Board of Directors.

5.02.4  Meetings of members should be announced to members at least 3 days prior to the meeting.

5.03     Voting Rules

5.03.1    A simple majority and two-thirds majority referred in this section shall be based on actual valid votes present at the meetings of members. Vote by proxy is acceptable. Voting rights are restricted to one count per member.

5.03.2     A simple majority vote applies unless otherwise specified.

5.03.3     A two-thirds majority vote is needed for approval of the School's Bylaws and its amendments.

5.03.4    A two-thirds majority vote is needed for removal of the elected school officers and Directors.

5.03.5    A two-thirds majority vote is needed for approval of school budget should a special meeting be called to resolve a budget deadlock. Such a meeting shall be called and presided over by the Chairperson of the Board.

5.03.6    Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a   quorum of 15% of all members at a meeting of members for the transaction of any business.

5.03.7   A voting committee shall be appointed by the PC to conduct the voting.

5.04     Nomination and Election of the Principal and Parents Council Chair

The Principal and the Chairperson of the Parents Council are elected by all members. The Board of Directors shall, by way of a simple majority vote, nominate two candidates for each of the positions of the Principal and the Chairperson of the PC. Each candidate must be clearly designated as for which position such candidate is running. The Board, after having decided upon the final candidates, shall then submit them to the members for voting.

Article 6.  Board of Directors

6.01     Structure

6.01.1     The Board consists of seven Directors. Qualifications for Directors are defined in Article 4.     Any officer appointed by the Principal and the Chairperson of the Parents Council shall not simultaneously serve on the Board of Directors.

6.01.2     Two of the seven Board seats held by the least recent former Principal and Parent Council Chairperson shall be vacated each school year and be filled by the retiring Principal and PC Chairperson of the current year except in the event that the current Principal and/or PC Chairperson holds the respective position(s) for another term.

6.01.3     A Director of the Board may resign at any time upon advance written notice to the Board. In case of a vacancy on the board, the board members shall appoint a most  recent former member of the Board to fill the vacancy.

6.01.4    All Directors are non-compensatory positions.

6.02     Chairperson of the Board

6.02.1 The Chairperson of the Board of Directors shall be elected by the current Board members by a simple majority vote. The Chairperson is elected to serve a term of one year and can be re-elected for the maximum of two years.

6.03     Responsibilities of the Board of Directors

6.03.1     The Board oversees school operations on behalf of the members.

6.03.2     The Board approves annual school budget submitted by the Principal.

6.03.3    The Board reviews annual school reports and annual school financial reports.

6.03.4   The Board reviews annual school academic plans.

6.03.5   The Board shall conduct audit on the School's financial operations and financial reports.

6.03.6   The Board may freeze school budget or operations in cases of grave financial circumstances.

6.03.7   The Board sets school policies and general guidelines, including but not limited to:

6.03.8   The Board shall approve any significant unbudgeted expenditure.

6.03.9   The Board approves other administrative staff appointed by the Principal.

6.03.10   The Board has the power to initiate the process to amend the Bylaws.

6.04      Board Meeting

6.04.1     The Board shall meet at least twice a semester, and the Board meeting is to be presided over by the Chairperson of the Board.

6.04.2   Special Board meetings can be called at the request of at least one-third of its members or at the request of the Principal if he/she deems it necessary.

6.04.3   Board of Directors meetings to vote on resolutions and other related discussions generally do NOT open to the entire membership unless otherwise decided by the Board. Such meeting’s agendas will be announced on the school website at least one week before the meeting. Members wishing to attend the open Board meeting must follow the rules of the meeting and have no right to vote and speak before they get permission from the Chairperson.

6.05     Rules of Conduct

6.05.1 Directors have the obligation to attend Board meetings. Proper notification is required if a Director is not able to attend the meeting. Directorship will be revoked automatically if a Director is absent from two consecutive meetings without appropriate reasons.

6.05.2    Five Directors are needed to make a quorum for any board meetings.

6.05.3     A Board member shall not be able to vote on his/her own appointment or election candidacy. A Board member shall not be able to vote on any matter involving him/her personally.

6.05.4     Simple majority rules unless otherwise specified.

6.05.5     A two-thirds majority vote is required for decision of budget freeze and school operation shutdown.

6.05.6     A two-thirds majority vote is required for decision to impeach the school officers and the Chairperson of Parents Council.

6.05.7     The Chairperson of the Board shall cast a tiebreaker vote unless the vote is in connection with the Chairperson's position and conduct.

6.05.8 All Board meeting minutes and voting records shall be recorded  and may be published on the school website to members after being proofread by the Chairperson.

Article 7.   School Officers and Administrative Committee

7.01      Structure

7.01.1  The School officers include Principal, Vice Principal(s) and Dean of Academics, and Financial Director and School Secretary.

7.01.2 The Principal is elected by the members to serve an one-year term. The office of the Principal is limited to two consecutive years if he/she is re-elected.

7.01.3  All school officers except the Financial Director are appointed by the Principal upon the approval by the Board of Directors. The Principal may dismiss any appointed administrative staff with proper notification to the Board of Directors.

7.01.4  The Principal may resign at any time with a two-week advance notice in writing to the Board of Directors. In case of the Principal's resignation, one Vice Principal shall be appointed by the Board of Directors as the Principal for the rest of the term.

7.01.5  In the event that the Principal and all Vice Principals resign at the same time, the Board shall appoint an acting Principal.

7.02     The Principal

7.02.1     The Principal is in charge of school administration.

7.02.2     The Principal's administrative responsibilities include, but not limited to:

7.02.3    The Principal may delegate some of his/her duties to other school officers or staff.

7.02.4    The Principal shall designate, with proper notification to the Board, a Vice Principal as the Acting Principal in case of his or her absence.

7.03 The Vice Principal(s)

7.03.1  The Vice Principal(s)' responsibilities will be defined by the Principal. These responsibilities include but not limit to:

7.04     The Financial Director

7.04.1     The Financial Director is directly appointed by the Board of Directors. His/her duties include:

7.05      The Dean of Academics

7.05.1    The Dean of Academics’ main duty is to oversee and coordinate the School's learning and academic activities, which include but not limit to:

7.06     The School Secretary

7.06.1 The School Secretary's main duty includes but not limited to:

7.07     Rules of Conduct

7.07.1     The Administrative Committee meeting is presided over by the Principal.

Article 8.  Parents Council

8.01     Structure and Responsibilities

8.01.1    The Parents Council consists of volunteer parents who are willing to participate in Parents Council activities.

8.01.2 The Parents Council is responsible for:

8.01.3 The Chairperson of the Parents Council is nominated by the Board of Directors and elected by the members together with the candidate for the position of the Principal as a team.

8.01.4     The Chairperson of the Parents Council may appoint vice chair(s) to assist the Chairperson at Parents Council meetings and other activities.

8.01.5     The term of the Chairperson is limited to two consecutive years.

8.01.6     The Parents Council meeting is called by the Chairperson or at request of at least one-third of the Council members. The Parents Council meeting shall be presided over by the Chairperson or his/her designated Council member.

8.01.7     Simple majority rules unless there is a deadlock in which case the Chairperson’s final decision shall be binding.

Article 9.    Budget and Finance

9.01     School budget year (also referred to as academic year) starts on August 1st and ends on July 31st of the following year.

9.02     Budget proposal and approval

9.02.1 Annual School budget shall be proposed and submitted by the Principal to the Board of Directors by the end of September.

9.02.2    The Board of Directors shall approve or reject the budget proposal within one week of receiving the budget proposal.

9.02.3    The rejected budget shall be returned to the Principal with recommendations for modification.

9.02.4    The Principal shall resubmit the revised budget proposal within one week after receiving the rejection.

9.02.5    Should the revised budget proposal be rejected one more time, a special meeting of the members shall be called to vote on the budget.

9.03     Financial Operations

9.03.1     The School's financial operations should be governed by separate financial regulations formulated in accordance with these Bylaws.

Article 10.       Relationship with Hua Xia Chinese School, Inc and Other Entities

10.01   The School is registered as a financially independent entity.

10.02   The School is academically affiliated with Hua Xia Chinese School, Inc. (hereafter referred to as "Hua Xia").

10.03 The School shall operate in accordance with Hua Xia's general guidelines and policies. Should there be a conflict in policy between Hua Xia and the School, the School's policy shall control with the approval of the members.

Article 11.       Dissolution of the School

11.01   Notwithstanding anything to the contrary, the School may be dissolved with the approval of three-fourths majority of all members.

11.02   The Board of Directors shall be responsible for disbursement and distribution of the School debts or assets, if any, in case of the School's dissolution. The remaining School assets after dissolution shall be donated to other non-profit organizations.

11.03   The School reserves the right to seek legal advice in matters relating to dissolution of the School.

Article 12.       Miscellaneous

12.01   The School is not responsible for any physical or personal property damages incurred to any member or student on the School premises.

12.02   The School is the sole owner of its website. The website is exclusively used for the purposes which are in conformity with the academic and related activities of the School. No person shall have the right to use the School name or School website in any way unless authorized by the Board of Directors.

12.03   The Board of Directors shall interpret the Bylaws and its application.

12.04  These Bylaws are governed by the New York Not-For-Profit Corporation Law.

Article 13.     Indemnification

13.01  Indemnification:

The School shall indemnify any person who was or is or is threatened to be made a party to or witness in any threatened, pending, or completed action, suit, or proceeding, other than actions by or in the right of the School, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Director, officer, employee or agent of the School, or is or was serving as a volunteer at the request of the School, against expenses (including attorneys' fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding to the full extent permissible under New York law if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the School and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  Anything to the contrary notwithstanding, this indemnification will not extend to criminal penalties or tax liabilities of any person or to any conduct that constitutes self dealing, willful misconduct or recklessness. By action by the Board of Directors (notwithstanding their interest in the transaction), the School may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, Directors, employees, agents or volunteers for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.

13.02 Advancement of Expenses:

Reasonable expenses incurred by an officer, Director, employee, agent or volunteer of the School in defending a civil or criminal action, suit, or proceeding described in Section 13.01 shall be paid in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount, if it shall ultimately be determined that the person is not entitled to be indemnified by the School.

13.03  Other Rights:

The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of the Board of Directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

13.04  Insurance:

The School shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer, employee, or agent of the School, or is or was serving at the request of the School as a volunteer, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such.

13.05  Modification:

The duties of the School to indemnify and to advance expenses to a Director, officer, employee, agent or volunteer provided in this Article shall be in the nature of a contract between the School and each such person, and no amendment or termination of any trust or other fund created pursuant to Section 13.01 shall alter, to the detriment of such person, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal, or termination.