Bylaws of Hua Xia Chinese School, Ohio

Article I.  Name

The name of this organization is Hua Xia Chinese School (abbreviated HXCS and hereafter referred to as “the School”).

Article II.  Mission and Purpose

Section 1.  The mission of the School is to provide a venue in learning Chinese language and arts, to promote the awareness of the Chinese culture and heritage, as well as to facilitate the mutual understanding between Chinese and other ethnic groups in the local community through educational and cultural activities and events.

        Section 2.  The School is organized and operated exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

        Section 3.  No part of the net earnings of the School shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the School shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the School shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the School shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the School shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
 
        Section 4.  Upon the dissolution of the School, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article III.  Organizational Structure

Section 1.  The Hua Xia Chinese School consists of the general membership and the School administration.

Section 2.  General membership is the highest legislative body of the School. The annual general membership meeting (before the end of the spring semester) determines the School administration and approves the Bylaws and their amendments. 

Section 3.  The administration of the School consists of the Board of Directors (Board), the School Council (Council), and the Parent-Teacher Organization (PTO).

Section 4.  The annual general membership meeting shall be organized by the current PTO President with the assistance of the parent representatives and the Secretary of the current Board. Members shall be notified the annual meeting and informed of the detailed agendas with a clear list of issues (including the names of Board nominated candidates for Principal, PTO President, and seven other Board members) no less than fifteen (15) days in advance.

Section 5.  The general membership shall elect Principal, PTO President, and seven (7) other Board members at the annual general membership meeting in the format determined by the Board. The current Board of Directors or any group of no less than five (5) members may nominate eligible members as candidates for the elected positions. The names of the nominated candidates shall be submitted to the Board no less than fifteen (15) days before the voting so that the candidates are listed in the agenda.

Article IV.  Membership

Section 1.  The membership is on a family basis. Any person, regardless of race, age, gender and national origin, shall be eligible to enroll as a regular student, or serve as a teacher, an administrator, or a regular volunteer of the School. Any family having at least one of its members currently enrolled in the School, or served as a teacher, an administrator, or a regular volunteer of the School shall become a member subject only to compliance with the provisions of the bylaws.

Section 2.  For family that have students currently enrolled in the School, both parents are eligible to be the representatives of their family, and are entitled to vote on each matter submitted for a vote by the membership. For family members of teachers or regular volunteers, the teachers or volunteers and their spouses are eligible to vote. The voting results shall be made available to all general members in a timely manner.

Section 3.  Members are obligated to pay tuition and other School fees and follow the School Bylaws, rules, and regulations.

Section 4.  Members are privileged to attend and vote in general membership meetings and to participate in volunteer works in addition to the parent on duty assignments in the School.

Section 5.  Only one representative of each membership family is eligible of being voted as a Board Director.

Article V.  Offices and the Fiscal Year

Section 1.  The School shall have no permanent offices. The Board of Directors can designate the address of a member’s residence as its registration address. The facilities where the classes are held may serve as its offices. 

Section 2.  The fiscal year shall be the same as the School year, which starts on July 1st in the calendar year and ends on June 30th of the following year.

Article VI.  Board of Directors

        Section 1.  The Board is responsible for overall policy and direction of the School, and delegates responsibilities for day-to-day operations to the Principal who leads the School Council. The Board oversees the School operation and approves school policies and general guidelines recommended by the school Council, which include but are not limited to: administrative structure, academic policies, annual budget, financial regulations, operational rules, and tuition, reimbursement and compensation rates.

Section 2.  The board shall consist of nine (9) members: the currently elected Principal, the PTO President, as well as seven (7) other elected members that represent a broad spectrum of the School community.

Section 3.  The term for each elected position is one (1) year, and no individual should serve for more than four (4) consecutive terms. Any Director who wishes to resign shall submit a resignation letter to the Chair or to the Secretary of the Board.  Should it become necessary due to serious lack of competence, performance, policy violations or other serious issues, the dismissal of any Director shall be approved by a two-thirds (2/3) majority of the Board of Directors. The unexpired term of the resigned or dismissed Director shall be filled by a simple majority vote of the Board.

Section 4.  The Chair, the Vice Chair, and the Secretary shall be elected by a simple majority vote of the Directors at the annual organizational meeting (late July or early August) of the Board. One of the Board Directors shall be appointed as the Chief Financial Officer (CFO) of the school Council by the Board. The Board may appoint standing and ad hoc committees as needed.

Section 5.  The Board Chair in consultation with the Vice Chair is responsible for presiding over Board meetings, preparing and distributing meeting agendas, appointing committee members, presenting approved Board meeting minutes to the School members, and announcing to the whole school about the Board voting results, resolutions, and ongoing issues that affect school operations. The Vice Chair shall assume the duties of the Chair in case of Chair’s absence.

Section 6.  The Secretary is responsible in assisting the Chair and Vice Chair for organizing the Board meetings, keeping the meeting minutes and getting the minutes approved by all Board members in a timely manner through email communications.

Section 7.  The Board meeting shall be open to all members, only the Directors shall have the voting right. During a voting procedure for any proposed subject, any Director who has a conflict of interest (determined by a two-third majority of the Board of Directors) in the proposed subject matter shall be refrained from voting.

Section 8.  A quorum must be formed by at least two third (2/3) of the Directors before business can be transacted or motions made or passed. All Directors may vote either in person or by an absentee email vote. In the case of absentee votes, the absent Directors must email their votes to all the Directors. An official Board meeting requires that all Directors be informed of the detailed meeting agenda at least ten (10) days in advance. An emergency meeting may be called by the Chair or by at least three Directors with no less than twenty four (24) hours advanced email notification followed by phone call confirmation to all Directors. Detailed meeting agenda must be sent to all Directors at least twenty four (24) hours in advance to allow enough consideration of issues to be discussed.

Section 9.  All communications using the name of HXCS Board shall have permission from the two third (2/3) majority of Board members in advance to be considered legitimate. All public relations impacting the School operation shall be communicated to the School Council in a timely manner.

Article VII.  School Council

        Section 1.  The School Council shall consist of a Principal, a General Manager, a Dean, a CFO, and other members. All Council members serve on a voluntary basis, except the School Council may include two reimbursed or contracted positions recommended by the Principal and approved by the Board: a treasurer who is in charge of the financial bookkeeping and an Administrator who is in charge of the office daily operation.

Section 2.  The Principal coordinates all activities of the School Council. The other School Council members, except CFO, shall be recommended by the Principal and approved by the Board. The General Manager shall assume the duties of the Principal in case of Principal’s absence.

Section 3.  The Principal is responsible for all school operations. All other school council members shall assist in the overall planning, enable smooth functioning, collaboration, and communication between various school administrative branches, staffs, and school volunteers in carrying out the following tasks: (1) overseeing school’s academic tasks, (2) providing logistic support to the school operations, (3) maintaining an overall healthy financial status through financial planning and budgeting, (4) facilitating all school’s culture enrichment and other extra-curriculum programs and activities.

Section 4.  The CFO is responsible for coordinating the School overall financial management, which includes (1) collecting tuition and all other receivables, (2) signing checks or delegating other authorized signers to reimburse staffs and teachers and to make payments for all other expenses approved by the Principal or his/her appointees, (3) compiling student records with financial information, (4) maintaining the School bank account, (5) preparing financial statements and publishing them in the School Newsletters, (6) assisting the Principal to prepare the annual budget and financial reports.

Article VIII.   Parent-Teacher Organization (PTO)

        Section 1.  The Parent-Teacher Organization (PTO) shall invite all members to participate in all of its activities.

Section 2.  The PTO President, with the assistance of the Vice President and parent representatives (all appointed by the PTO President), is responsible for assisting the Principals in coordinating the broad volunteer participations. These tasks include (1) overseeing the Parent Duty activities, (2) coordinating the fundraising activities, (3) facilitating the communication between parents, teacher, and the school Council, (4) organizing the annual general membership meeting and the election, (5) assisting school officials on all school wide activities.

Article IX.  School Tuition and Financial Operation

Section 1.  The tuition and other appropriate fees are set by the Board of Directors on an annual basis. The tuition shall be set to cover all the costs of school operation, including reimbursements to teachers and compensations to other contractors, classroom rentals, teaching supplies, and other services retained by the School.

Section 2.  The School shall not accumulate excessive savings. The capital reserve, excluding designated donations, after having paid all expenses shall not exceed one third of its annual operating budget. Any excessive savings shall be resolved by reducing fees or making charitable donations to causes in line with the School’s objectives.

Section 3.  The Principal and the Board Chair shall jointly have authority to make necessary purchases for the School. Major unbudgeted spending shall be approved by a majority of the Board of Directors.

Section 4.  The Board of Directors shall review and approve the budget proposed by the Principal, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. Annual reports are required to be submitted to the Board showing incomes, receivables, expenditures, payables, and all other financial matters. The financial records of the School are public information and shall be made available to the membership, Board members and the public at a due request.

Article X.  Amendments

        Amendments to the Bylaws may be proposed by five (5) Board Directors or by a petition of any ten (10) general membership members of the School. The proposed amendment shall be presented by the Board and shall be approved by a simple majority vote of all members at a general membership meeting.

These Bylaws had been adopted as a draft in the Board meeting on Thursday, March 6, 2008 and approved in the annual general membership meeting on Sunday, May 18, 2008.

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