Fox Valley Chinese School
 

BY-LAWS OF

FOX VALLEY CHINESE SCHOOL (FVCS)

(A NOT-FOR-PROFIT CORPORATION)

ARTICLE I.

GENERAL

  1. Purpose. The purpose of Fox Valley Chinese School Inc. shall be to teach school-age children after their regular school hours, and adult the Chinese language and Chinese culture, including Chinese art, dance, songs, and martial arts. The Corporation shall be organized exclusively for educational purposes within the meaning of section 501(c) of the Internal Revenue Code. The Corporation shall be run as an independent, non-commercial, non-political, non-religious and educational organization.
  2. Inurement of Income. No part of the net earnings of the Corporation shall inure to the benefit, or be distributable to, its Members, Officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
  3. Offices. The Corporation shall have no permanent offices. The private homes of its Officers or the rented facilities where the classes will meet shall serve as its offices.
  4. Dissolution. Upon the dissolution of the Corporation, the Officers shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner as the Officers shall determine.  Otherwise, the Officers shall dispose of all assets to such organization or organizations, organized and operated exclusively for educational purposes, at the time qualifying as an exempt organization or organizations under section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
  5. Administration. The Corporation is an independent entity. It has two administrative bodies: Board of Directors and Executive Committee.

 

ARTICLE II.

MEMBERS

  1. Membership. The membership is on a family basis. Any family having a child or children currently enrolled in a regular Chinese class program of the Corporation shall become a Member of the corporation subject only to compliance with the provisions of the by-law. In addition, any teacher of the Corporation shall also become a Member subject to the same compliance.  Each family defined as such constitutes one Member. Any adult of the family shall be the representative.
  2. Voting Rights. Each Member shall be entitled to one vote on each matter submitted for a vote by the membership. The Board of Directors shall decide the format of votes, either anonymous or non-anonymous. Votes may be delivered in persons, by post, electronic mail or fax. The voting results shall be made public.
  3. Meeting. There will be at least two meetings of Members each year hosted by the Corporation.
  4. Place of Meeting. The Officers may designate any place in the Fox Valley, Wisconsin as the meeting place for any meeting of the Members or for any special meeting called by the Officers.
  5. Quorum. The Members present at any meeting sponsored by the Corporation shall constitute a quorum at such meeting, if the number of the Members present is at least thirty percent (30%) of all the Members. Such meeting can be by teleconference, or other forms decided by Board of Directors. When the Members vote for submitted matters, the subject shall be considered ratified and effective after getting the simple majority of the valid ballots from the quorum within the designated time period.

 

ARTICLE III.

BOARD OF DIRECTORS

  1. General Powers. The Board of Directors is responsible for the Corporation's basic construction, long-term growth, and strategic directions. The main functions of the Board of Directors include: ensuring that the Corporation has continuous, healthy, and consistent operation and growth; keeping the rental facilities extended for the Corporation's use; interpreting the Corporation's By-laws wherever ambiguous; setting and improving the Corporation's policies and strategies; appointing the Principal; recommending candidates for new Directors to be elected by the Members of the Corporation; and helping the Executive Committee to solve difficult issues faced by the Corporation.
  2. Directors. There shall be between five and nine directors, including Chairman of the Board and Executive Chairman of the Board. The Chairman of the Board is elected yearly by the Directors, while the current Principal holds the position of Executive Chairman of the Board. Each Director services a 3-year term, and may be recommended and re-elected by the Members of the Corporation to continue his/her service.
  3. Compensation. Directors shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
  4. Chairman of the Board. In addition to the duties of a Director, the Chairman of the Board is responsible for the Corporation’s physical rental facilities, i.e. getting extension of the rental agreement, finding new/better facilities, improving the relationship with the rental agent/owner. The Chairman of the Board shall gather important issues and suggest a meeting of the Board Directors to find the resolution of the issues when it is necessary. The Chairman of the Board is also responsible for the daily affairs of the Board of Directors as well as for organizing two semi-annual Board meetings and additional meetings if requested by two or more Directors. Chairman of the Board can delegate the power to other Directors to handle the affairs designated to the Chairman.
  5. Meeting, Quorum, and Manner of Acting. A meeting of the Board of Directors may be called by any two or more Directors. A majority of the Directors shall constitute a quorum for the resolution of the subject at any such meeting.  However, if less than a majority of the Directors are present at the meeting, the Directors present may adjourn the meeting from time to time without further notice for a period not to exceed two (2) weeks. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of Directors, unless the act of a greater number is required by law or by these By-Laws.
  6. Conflict of Interest. During a voting procedure for any proposed subject, any Director, who has a conflict of interest in the proposed subject matter, shall refrain from voting.
  7. Dismiss. Any Director can be dismissed by a decision passed with two-thirds votes in a meeting of the Board of the Directors.  A dismissal of a Director shall be ratified by the majority of the Members of the Corporation. 
  8. Vacancy. A vacancy occurring in any Board position shall be filled for the remaining term by a person elected by a majority of vote of the remaining Directors of the Board consistent with the other provisions of these By-Laws.

 

ARTICLE IV.

EXECUTIVE COMMITTEE

  1. General Powers. The Executive Committee is responsible for managing the Corporation’s routine business and educational activities. All the Officers in the Executive Committee shall perform the duties that are outlined in these By-Laws and that are additionally assigned by the Principal. All the Officers shall also deliver to their successors all official materials at least one month before the their terms end.
  2. Officers. The Officers of the Executive Committee shall be the Principal, one Vice Principals (more VPs may be assigned depending on the need of the Corporation), and a Treasurer. There shall be no less than three (3) Officers. The Officers shall be recommended by the Principal and ratified by the Board of Directors. The Officers shall be a Member of the Corporation.
  3. Principal. The Principal shall be appointed by the Board of Directors. The Principal shall preside at all meetings of Members and all meetings of the Officers, shall perform any duties as may be prescribed in these By-Laws or assigned to him/her by the Corporation, and shall coordinate the work of the Officers and standing committees of the Corporation in order to promote the purpose of the Corporation.
  4. Vice Principals. The Vice Principals shall act as aides to the Principal. The Vice Principals is to enforce student disciplines and to ensure the school acts against any misbehavior that is prohibited by the Corporation and the property landlord. Other duties of the Vice Principals include facility management and materials supply. The Vice Principal is also designated in charge of general administration activities. 
  5. Public Relation Officer. The duties of the Public Relation Officer shall be designated in charge of academic activities, such as helping the Principal to hire teachers, to select contents and establish requirements for all courses, to schedule classes, and to inspect and evaluate the performance of individual teachers. 
  6. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive money and give receipts for money due and payable to the Corporation from any source whatsoever; deposit all such money in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Corporation; and in general, perform all duties incident to the office of Treasurer and other duties as, from time to time, may be assigned to him/her by the Principal.
  7. Compensation. Officers may receive reasonable compensations for their services to be determined and approved by the Board of Directors.
  8. Term of Officer. Each Officer shall hold office for a term of one year. A Member of the Corporation shall be eligible for re-appointment to serve additional terms beyond one year.
  9. Meeting, Quorum, and Manner of Acting. A meeting of the Officers may be called by any two or more Officers. A majority of the Officers shall constitute a quorum for the resolution of proposed matter at any meeting of the Officers; but if less than a majority of the Officers are present at said meeting, the Officers present may adjourn the meeting from time to time without further notice for a period not to exceed two (2) weeks. The act of a majority of the Officers present at a meeting at which a quorum is present shall be the act of Officers, unless the act of a greater number is required by law or by these By-Laws.
  10. Dismiss. Any Officer can be dismissed by the Principal at any time.
  11. Vacancy. A vacancy occurring in any office position shall be filled for the un-expired term by a person recommended by the Principal.

 

ARTICLE V.

STANDING COMMITTEES

  1. Creation and Term of Office. Upon the ratification by the Board of Directors, the Corporation may create such Standing Committees as it may deem necessary to promote the purpose and carry on the work of the Corporation. The term of each Chairman of the Committee shall be one year or until the election and qualification of his/her successor.
  2. Duties of the Standing Committees. The Chairman of each Standing Committee shall present a plan of work to the Officers for approval. No committee work shall be undertaken without the consent of the Officers.

 

ARTICLE VI.

MISCELLANEOUS

  1. Contracts. The Principal may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
  2. Checks, Drafts or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation and in such manner shall, from time to time, be determined by resolution during the Officers’ meeting.
  3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Principal may select.
  4. Gifts. The Officers may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
  5. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his/her attorney, for any proper purpose at any reasonable time.
  6. Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Not-for-Profit Corporation Law of Wisconsin or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE VII.

AMENDMENTS

  1. Power of Members to Amend By-Laws. The By-Laws of this Corporation may be amended, repealed, or added to or a new By-Laws may be adopted.  For any such amendment or new By-Laws proposed by Members from at least 30% of total member families, Board of Directors shall arrange an Adoption Procedure to enact the amendment.
  2. Power of Board of Directors to Amend By-Laws. The Board of Directors may also propose amendments to the By-Laws or the adoption of new By-Laws and arrange the Adoption Procedure to enact the amendment/new By-Laws.
  3. Adoption Procedure. To adopt an amendment to the By-Laws or a new By-Laws, a meeting of all Members shall be duly called. The amendment or new By-Laws shall be ratified and enacted by the non-anonymous vote of a majority of a quorum at such meeting of Members for the purpose according to the By-Laws. The meeting for such purpose can be in the form of teleconference or other forms decided by Board of Directors.