By-Laws --- By-Laws of Raleigh Chinese Language School  (Download Word format)

Article I: Name and Purpose

1. This Corporation shall be known as Raleigh Chinese Language School.
   
   
2. The purpose of this non-profit Corporation shall be to conduct non-school-hour educational programs to teach Chinese language and to promote cultural exchange. The programs shall be available for all interested individuals regardless of race, color, creed, sex, or national origin.

Article II: Membership

1. There shall be one voting class of members ("Member(s)") of the Corporation. This shall consist of (a) parent(s) and/or legal guardian(s) of students under age 18; (b) student of age 18 and provided he/she is not a parent or guardian of another student under age 18. Each Member of this class shall be entitled to one vote at member meetings. A list of Members shall be maintained by the Secretary.
   
   
2. All duties and powers not expressly delegated to the Board of Directors ("Board") by Article III of these By-Laws are retained by the Members of the Corporation.
   
   Decision(s) of the Board may be amended by Members of the Corporation with simple majority vote(s) in writing.
   
   Director(s) and elected officer(s) may be removed with cause(s) by members of the Corporation with two-thirds majority vote(s) in writing.
   
   
3. The annual meeting of the Corporation shall be on the first Saturday of May of each year for the election of Directors, Principal, Principal-elect and transactions of other business. Written notice of the annual meeting, stating the agenda, place and time shall be delivered by mail to all Members.
   
   
4. A special Member meeting shall be called by the Board within three (3) weeks upon receiving written petition from ten percent (10%) or more of the Members with a specific agenda. Written notice of such special meeting, stating the agenda, place and time, shall be delivered by mail to all Members.
   
   
5. A quorum to hold a Member meeting shall be twenty percent (20%) of the total Members of the Corporation. Decisions reached in such meetings are subject to fifty percent (50%) or more written confirmation from the Members unless otherwise specified herein.
   
   
6. A quorum for the elections of Directors, Principal and Principal-elect shall be fifty percent (50%) of the total Members of the Corporation present at the meeting or by proxy. The candidate receiving the largest vote (and next largest vote in the case of Principal-elect) shall be elected. To be eligible as a candidate, a person must be a Member of the Corporation and must receive written endorsement from at least five(5) other Members of the Corporation.

Article III: Board of Directors

1. The general management of the affairs of the Corporation shall be vested in the Board.
   
   
2. The Board shall consist of five(5) Directors. One seat shall be reserved for the current chairperson of the Parent and Teacher Association(PTA) of Raleigh Chinese Language School. The number of Directors may be increased or deceased by amendment of these By-Laws. The Directors shall be Members of the Corporation.
   
   
3. At each annual meeting, two(2) Board Directors shall be elected by the members for a term of two(2) years. No Director shall serve more than two consecutive terms. Directors shall assume their positions on July 1 following the annual meeting at which they are elected and shall continue to be in office until their successors are duly elected and sworn in.
   
   
4. Should a vacancy arise on the Board, the Board shall call for a special member meeting within 30 days following the creation of the vacancy for the Members to elect a new Director.
   
   
5. The board shall have the following duties and powers:
   
   
   1. To hold general member meetings at such times as it deems appropriate or when required by these By-Laws.
      
      
   2. To appoint or remove the Treasurer and the Secretary of the Corporation.
      
      
   3. To approve acquisitions and disposals of property and assets for the Corporation.
      
      
   4. To adopt rules and guidelines to govern the conduct of the Board and the management of the Corporation.
      
      
   5. To approve the minutes of the Corporation.
      
      
   6. To conduct internal audit and engage external auditor(s).
      
      
   7. To establish task committees for the Corporation and make appointments thereto as the Board deems necessary.
      Committees may be formed for, but not limited to such purposes as summer programs, awards, membership and curriculum.
      
      
   8. To report at the Annual Member meeting the state of the Corporation, including its financial status.
      
      
   9. To approve the annual budget presented by the Principal and any other non-budgetary expenditures.
      
      
   10. To prepare (or cause it to be prepared) and file with federal, state and local government agencies reports, financial statements and applications for all permits and authorizations required by law.
       
       
   11. To obtain financing for the Corporation and oversee the investment and spending of the Corporation's endowment fund. The fund shall be invested m US government obligations or deposited in federally insured bank accounts or instruments.
       
       
   12. The Board may overrule any Officer's decision by a two-thirds vote of the directors.
       
       
6. Directors shall not receive compensation for their services on the Board.
   
   
7. Meeting of the Board shall be held no less than once a quarter. Notices of meetings may be made verbally or in writing. The quorum for all Board meetings shall be the majority of Directors.
   
   
8. Special meetings of the Board may be called by any Director of the Board. A minimum of twenty-four(24) hours notice shall be required for such meetings. The Board shall call the special member meetings as described in Article II D.
   
   
9. Any business transaction shall be approved by simple majority of the Directors. Any Director may submit his/her proxy vote in writing.
   
   
10. Should any Director fail to attend two(2) consecutive meetings of the Board without bona fide reasons, his/her seat on the Board shall be declared vacant, and the vacancy shall be filled in a manner specified in Article III D.

Article IV: Officers

1. The officers of the Corporation (Officers) shall be Principal, Principal-elect, Secretary and Treasurer. These officers shall have duties and powers described herein.
   
   
2. The term of all Officers except for the Secretary shall be one(l) year, commencing on July 1 following their election/appointment. The term for the Secretary shall be two (2) years.
   
   
3. The Principal and Principal-elect shall be elected by the Members of the Corporation at each Annual Member Meeting. The Treasurer and the Secretary shall be appointed by simple majority of the Board. The Principal and Principal-Elect candidates shall be members; only when no member candidates are available, non-member candidates may be nominated.
   
   
4. No officer shall hold more than one office at a time nor serve more than two(2) consecutive terms in the same capacity. No officer shall be the Director of the Board.
   
   
5. The duties and powers of the Principal shall be as follows:
   
   
   1. To oversee the operation of the Raleigh Chinese Language School, appoint and/or terminate teachers; and organize staff to carry out the teaching and cultural activities.
      
      
   2. To preside at meetings of the school administration.
      
      
   3. To serve as a member of all Board established committees and shall have right to vote on all committees.
      
      
   4. To propose to the Members or to the Board on matters that promote the prosperity, welfare, and usefulness of the Corporation.
      
      
   5. To perform such other duties that are necessary and incident to the office of the Principal, e.g., entering into contracts on behalf of the Corporation with the Board's approval.
      
      
   6. To present the annual budget to the Board.
      
      
6. The duties arid powers of the Principal-elect shall be as follows:
   The Principal-elect shall become the Principal of the following school year. In the event of the absence of the Principal, or in case of the Principal's inability to act, the Principal-elect shall perform the duties of the Principal.
   
   
7. The duties and powers of the Treasurer shall be as follows:
   The Treasurer shall prepare the annual budget, financial statements and reports; oversee the financial affairs of the Corporation; keep accounts of all financial transactions of the Corporation; receive revenues and disburse expenditures on behalf of the Corporation; manage and maintain the Corporation's assets and accounts according to the guidelines established by the Board, and report at Board meetings the Corporation's financial status. In the event of the absence or disability of the Treasurer, the Board may appoint a Treasurer pro tempore.



8. The duties and powers of the Secretary shall be as follows:
   
   The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and directors. He/She shall give all notices required by law and by these By-Laws. He/She shall have general charge of the corporate books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it. He/She shall keep a record of the membership. He/She shall sign such instruments as may require his/her signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him/her from time to time by the Principal or by the Board of Directors.

Article V: Fiscal Year, Contracts, Checks, and Bank Accounts

1. The fiscal year of the Corporation shall be from July 1 to June 30.
   
   
2. The Board retains the right to approve the banks or depositories for the funds of the Corporation.
   
   
3. The Board retains the right to appoint authorized representative (s) from time to time on behalf of the Corporation to sign checks, drafts or other orders for payments of money, notes or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.

Article VI: Office and Books

1. The office of the Corporation shall be located at Raleigh Chinese Language School or such other places as the Board may from time to time determine.
   
   
2. The minutes books and administrative records shall be maintained by the Secretary of the Corporation and shall be accessible to all Members at all times.
   
   
3. The financial records shall be maintained by the Treasurer and shall be accessible to the Board Directors and Officers at all times.

Article VII: Indemnification

Any person who at any time serves or has served as a director, officer, employee, or agent of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent from time to time permitted by the law in the event he/she is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrary action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he/she is or was acting in such capacity.

The director's, officer's, employee's or agent's rights hereunder shall, to the fullest extent from time to time permitted by law, cover (a) reasonable expense, including without limitation, all attorney's fees actually and necessarily incurred by him/her in connection with any such action, suit or proceeding, (b) all reasonable payments made by him/her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he/she may have become liable in such action, suit or proceeding and (c) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Article VIII: Amendments

These By-Laws may be amended only by the Members of the Corporation with majority votes in writing.

DISSOLUTION

Raleigh Chinese Language School (RCLS) may be dissolved only upon a two-thirds majority vote of all the voting members when RCLS is incapable of carrying out its main objectives. The request for dissolution voting shall be submitted to the Board of Directors with at least 1/5 of voting member's endorsement. The Board of Directors shall call for a special member meeting to vote within 5 weeks after receiving the request.

Upon dissolution, the net assets of RCLS shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member, officer or director of RCLS but shall be distributed to organization(s) or corporation(s) to be used exclusively for traditional Chinese Language teaching or Chinese-American culture exchange promoting. Such organization(s) or corporation(s) shall be exempt under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code. The distribution and to which organization(s) or corporation(s) of such distribution to be made shall be designated by a simple majority vote of all voting members at the time of dissolution.