BYLAWS OF

THE CHINESE LANGUAGE SCHOOL OF COLUMBIA

May 16, 1997

PREAMBLE

The Chinese Language School of Columbia (hereafter referred to as the School) is a cooperative organization by its members and shall be a nonpolitical and nonsectarian educational institution to provide instructions of the Chinese language and culture. The School views such education as essential for children of Chinese heritage to find themselves, to understand their parents, and to develop the potential for the appreciation of the best of two worlds - the West and the East. The School regards such education as an effort toward completeness of each individual, freeing one from prejudices against oneself and the others. With a broadened cultured outlook, the School believes, a child will acquire more confidence, have sharper intellect, attain a fuller life, and become a better citizen. The School shall maintain its financial status as a nonprofit organization with subsistence derived from tuition, private and public contributions, endowments, and other legal means.

The Board of Trustees (hereafter referred to as the Trustees) is entrusted with the long term planning of the School’s goals and directions. In addition, the Trustees shall acts as the arbitrator to mediate the disputes between the members of the Board of Directors.

The Board of Directors (hereafter referred to as the Board) is entrusted with the School’s day to day operation, its finances, the upholding of academic excellence, and to find ways and means to achieve the goals set by the Trustees. Furthermore, the Board is vested with full authority to discharge the responsibility as the governing body of the School. The Chairperson of the Board shall serve as the Principal of the School.

The School, as an educational institution, does not discriminate on the basis of race, religion, ethnic, national origin, age, gender, or marital, veteran, handicapped status, and others specified by the law. (This commitment is made by the School and required by Federal, State, and Local Laws and Regulations, including Subsection (D) of Section 11, Article 77 of the Annotated Codes of Maryland.) 

ARTICLE I. DEFINITIONS

Section 1. Definitions

a. The school shall be known as the Chinese Language School of Columbia and is referred to in these Bylaws as the School.

b. Individuals enrolled in the academic curriculum in the School are referred to as the Students.

c. The parents or the guardians of the Students and the Faculties are members of the School and are referred to as the Members.

d. Members and honorary Members elected from and approved by the Members to carry out the business and functions of the School are referred as Directors. The Board of Directors are referred as the Board.

e. Former Directors and honorary Members of the School recommended and approved by the Board are referred as Trustees. The Board of Trustees are referred to as the Trustees.

Principal, Director of Curriculum, Director of General Affair, teachers, and teaching assistants of the School are referred to as the Faculties.

g. General member meetings that shall be held during school year are referred to as the General Assemblies.

h. A School year is a calendar year that begins on July 1 and ends on June 30 of the following year.

i. School properties are those being purchased using school funds or being donated to School, include but not limited to equipment, tools, books, and audio/video materials.

j. Honorary Members are individuals nominated by the Board and approved by the General Assembly. 


ARTICLE II. THE SCHOOL

Section 1. Purpose

To instruct Chinese language and to introduce Chinese culture to the Students and, in particular, to teach Students of Chinese background to better comprehended their heritage. In addition, to provide the Members a forum for social gathering and friendship development.

Section 2. Nature

The School shall be a non-profit, non-sectarian, non-political, educational institution. Furthermore, the School shall be opened to all regardless of gender, race, religion, or ethnic origin.

Section 3. Structure

The school's financial, administrative, instructional, and long range planning responsibilities shall rest upon the Members, the Board, the Faculty, and the Trustees, respectively. The resources of the school shall be tuition, unconditional contributions and donations. The expenditures of the School shall be for the benefits of the Students, the Faculty, and the Members in general.

Section 4. Operation

The School is operated on the basis of academic years that consist of the Fall and the Spring Semesters. A School Year begins on July 1 and ends on June 30 of the following year. All school functions and activities are operated by the Board unless otherwise specified in the Bylaws.

Section 5. Dissolution

The dissolution of the School requires the approval of two-thirds or more of the total Members at a General Assembly. The balance of the fund shall be contributed to a scholarship fund pertaining to the teaching and/or learning of Chinese language and culture. The nature of the scholarship shall be recommended by the Board, concurred by the Trustees, and approved by the Members at the last General Assembly of the School. 

ARTICLE III. THE STUDENTS AND MEMBERS

Section 1. Enrollment

a. Any youngster between the age of 3&1/2 and 18 at the beginning of School Year is eligible to enroll as a Student. Exceptions may be made on an individual basis by the Director of Curriculum.

b. A parent or legal guardian can apply to the School for his/her child(ren). The parents/guardians of currently enrolled Students are voting Members of the School.

c. An individual can become a non-voting Associate Member with the approval of the Board upon the reception by the School of an annual fee to be determined by the Board.

d. The Director of Curriculum shall be in charge of reviewing enrollment application and placement of the Students. The acceptance of enrollment shall be decided based on preference in order of (1) continuing Students; (2) former Students; and (3) new Students to maintain proper class size.

e. Enrollment is completed upon the reception of the full semester tuition by the School.

Section 2. Rights and Obligations

a. Students shall be required to attend classes.

b. Members shall follow School rules and regulations set by the Board and assist the School matters upon the request of the Board.

c. A Member can be nominated and elected to the Board by the nomination committee or Members.

d. Members can attend and vote on issues presented by the Board at the General Assemblies.

e. Members can suggest items for the agenda of the General Assemblies, to the Board or from the floor at the General Assemblies.

f. At the last General Assemblies, Members shall vote to concur the appointment of the Trustees and the Directors for the new School Year, the dissolution of the School, and matters which affect the School in general.

Section 3. Withdrawal and Removal

Section 3.1 Withdrawal A Student who withdraws voluntarily with a written notice shall receive total/partial refund from the School according to the guidelines set by the Board.

Section 3.2 Removal Students and/or Members can be removed from the School at any time by a two-third majority of the full Board on grounds of actions that are proven detrimental to, or incommensurable with, the interest of the School. Students who face involuntary removal have the right to appeal to the Trustees. Students being removed shall receive a prorated refund of tuition. 

ARTICLE IV. THE BOARD OF TRUSTEES

Section 1. Appointment

The Board of Trustees shall consist of three to five members. Trustees shall be appointed from former Board members and Honorary Members of the School that are recommended by the Board and approved by the General Assembly. All members shall be appointed to serve a two-year term. Upon the approval by the General Assembly, member(s) can serve subsequent and consecutive terms. The roster of the Trustees shall be maintain by the Board and made known to the Members.

Members of the Trustees shall elect among themselves a Chairperson and a Secretary at the first regular annual meeting at the beginning of the School Year. The officers so elected shall serve a one-year term. Having served an initial full term, each member shall be eligible for re-election to office to subsequent and consecutive terms.

Section 2. Rights and Obligations of Trustees

a. Elect and be elected as the officers of the Trustees.

b. Approve the removal of the Chairperson of the Board.

c. Set long-term policy, goals, and objectives of the School to be implemented by the Board.

d. Approve school budget and oversee the Board on operations of the School (e.g., auditing) and report to the General Assembly.

e. Assist the Board upon the request in internal and external coordination of School activities.

f. Resolve School issues upon the request from the Board or the General Assembly.

g. Arbitrate disputes amongst the Board. The arbitration decisions of the Trustees are final unless overridden by the General Assembly.

h. Approve and act on School issues upon the petition of twenty or more Members.

i. Members of the Trustees shall receive no monetary compensation for his/her service in the assigned capacity as a member of the Trustees.

Section 3. Resignation and Removal of Trustees

a. A Trustee can resign at any time at his/her discretion after notifying the Board.

b. A Trustee shall be removed from the Trustees upon the request of no less than two-third majority of the full Trustees.

c. The Board, with the assistance of the nomination committee, shall appoint a replacement to serve for the remainder of the term if the number of remaining Trustees is less than three.

Section 4. Removal of the Chairperson of the Board

When the integrity or the behavior of the Chairperson of the Board is proven undesirable to the school, the Chairperson of the Board shall be removed by a two-third majority vote of the full Trustees and approved by the General Assembly.

Section 5. Meetings

The Trustees shall meet at least twice each School Year at a place pre-agreed upon by the members of the Trustees. One-half of the member constitute a quorum for the transaction of business and all action shall be decided by simple majority vote unless otherwise specified by the Bylaws. An absentee vote accompanied by a written statement of the absent member on his/her position on the issues under consideration (a proxy) shall be accepted. However, a proxy shall not be counted toward the quorum. Special meetings may be called any time by the Chairperson of the Trustees or upon the request of the Board. Upon the request of the Chairperson of the Board, representative(s) of the Trustees shall attend Board meetings for specific School issues. 

ARTICLE V. THE BOARD OF DIRECTORS

Section 1. Election

a. The Board of Directors shall consists of seven to fifteen members.

b. A candidate of the Board for the new School Year shall be nominated by Members, friends, and alumni of the School. After the approval by the Board of current School Year, new members of the Board shall be confirmed by the Members at the last General Assembly.

c. Directors shall receive no monetary compensation for his/her service in the assigned capacity as a member of the Board, with the exception of the Chairperson/Principal, the Director of Curriculum, and the Director of General Affair.

Section 2. Terms of Office

All Directors shall be elected to serve a two-year term in conjunction with the School Years. Upon the expiration of his/her original term or thereafter, a Director, having served an initial term shall be eligible for election to a subsequent and consecutive term.

Section 3. Rights and Obligations of Directors

a. Recommend School budget for Trustees approval, report to the General Assembly, and make it available to the Members upon request.

b. Approve the acceptance and removal of Students and Members.

c. Attend the Board meetings as called by the Chairperson.

d. Call an emergency Board meeting with the written consent of a simple majority of the Board.

e. Review School issues presented to the Board.

Section 4. Vacancy

The vacancy of a Director shall be filled by election at regular meetings, or at a special meeting call for by the Executive Committee of the Board. In the interim, the Chairperson of the Board shall appoint a successor to serve the remaining term of the director in cases of vacancy caused by resignation, death or removal.

Section 5. Removal of a Director

A Director shall be declared by the Board as voluntary resignation when absent from three consecutive Board meetings without prior notification to the Chairperson of the Board. A Director shall be removed from the Board by a unanimous sanction of other Directors of the Board when the integrity or the behavior of the Director in question is proven undesirable to the school.

Section 6. Officers of the Board

Directors shall elect among themselves a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer at the first regular annual meeting. The officers so elected shall serve a one-year term. Having served an initial full term, each member shall be eligible for re-election to office to subsequent and consecutive terms.

Section 7. Committees

Section 7.1 Executive Committee The Board shall maintain an Executive Committee chaired by the Chairperson of the Board and charge it with authority and responsibility of routine and emergency Board matters. The Committee shall consist of Chairperson, Vice Chairperson, the Secretary, the Treasurer, and one other Director appointed by the Chairperson.

Section 7.2 Ad Hoc Committee Directors, Trustees, Members, friends, and alumni of the School shall be eligible for appointment by the Chairperson to an Ad Hoc Committee for specific tasks, with a Director to chair such a committee. The function of such committee shall remain investigative in scope, advisory in spirit, and mission oriented. An Ad Hoc Committee shall be assigned with special tasks in nomination, curriculum, development and planning, and other well-defined subjects for a fixed term and purpose.

Section 8. Meetings

Section 8.1 Quorum A simple majority of Directors constitutes a quorum at the meeting. An absentee vote accompanied by a written statement of the absent director on his/her position on the issues under consideration (a proxy) shall be accepted. However, a proxy shall not be counted toward the quorum.

Section 8.2 Regular Meetings Regular meetings of the Board of Directors should be called by the Chairperson and held no less than four times a year. Members of the Trustees shall be invited as non-voting participants to the meetings.

Section 8.3 Special Meetings Unscheduled meetings may be called at any opportune time by the Chairperson, by advance notification of time, place, and purpose thereof to each Director, and other persons involved or interested if applicable. Unscheduled meetings may also be called at the petition of no less than twenty or twenty-percent (whichever is less) of Members.

Section 8.4 Notice of Meeting Notice of meetings shall be given to the participants no later than two weeks prior to the meeting date. Secretary of the Board is to give such notifications and proposed agenda to the Directors, either personally, or by sending a copy of such notifications through the mail.

Section 9. Duties of Directors

Section 9.1 Duties of Chairperson

The duties of the Chairperson of the Board include but not limited to calling regular and special Board meetings, serving as the chairperson of the Executive Committee of the Board, appointing members of the Board as directors of various functions as stipulated by the operation manual of the Board, and appointing other standing or ad hoc committees of the Board.

Furthermore, Chairperson shall Serve as the Principal of the School who shall be responsible for overall educational and administrative functions of the School, represent School for external affairs, call and conduct General Assemblies, and appoint Faculty members as recommended by the Director of Curriculum. On behalf of the full members of the Board, the Chairperson attends the meetings called by the Trustees, report important school issues, and provide requested information to resolve issues and disputes related to school matters.

Section 9.1.1 Absence of Chairperson The Vice Chairperson shall assume all duties of the Chairperson in his/her absence or upon his/her request. In the event of temporary absence of both the Chairperson and Vice Chairperson, the Secretary of the Board shall take charge. In the event of unexpected resignation, removal, or death of both Chairperson and Vice Chairperson, the Secretary of the Board shall call a special meeting for the purpose of election.

Section 9.2 Duties of Secretary and Treasurer

The Secretary of the Board shall keep fair minutes of the proceedings of Board meetings and maintain correspondence of the Board. He/she shall serve also as Secretary of the Board's Executive Committee. The Treasurer shall be the custodian of the Funds of the Board and prepare semiannual financial report of the Board. He/she shall affix the Seal of the Board and his/her official signature to such documents as may require it. The financial reports are due on the first day of February and August to reflect the financial status of the last day of December and June, respectively. The reports are prepared for review at the ensuing Board meeting.

Section 9.3 Operation Manual

The Board shall maintain an operation manual which defines the duties of each and every Directors other than those already specified by the Bylaws. The operation manual can be modified by the Board with a simple majority vote. The operation manual shall not contradict the Bylaws of the School. 

Article VI. General Assemblies

Section 1. Quorum

Twenty percents or twenty (whichever is less) of Members constitutes a quorum at the General Assembly. Each Member shall have one vote upon all issues presented for action at the General Assembly. Only Members in attendance are eligible to vote, with the exception of the Faculty members that have teaching duties at the time of the Assembly, as well as other Members absent on official School duties or activities, in which cases absentee votes with a written position statement (a proxy) shall be accepted. However, a proxy shall not be counted toward the quorum.

Section 2 Meetings

Section 2.1 Meetings No less than one General Assemblies of Members shall be held in each semester at the date set by the Board. The General Assemblies are conducted by the Principal and open to all Members of the School. At the General Assemblies, Members shall vote to confirm the appointment of Trustees and Directors, and concur on matters which affect the School in general. The General Assembly has the authority by voting to override any decisions made by the Board and/or the Trustees with a two-third majority of full Members. 

Article VII. Amendments

These Bylaws are in effect with the approval of the Board and Trustees, and concurred by the Members at the General Assembly. These Bylaws may be recommended for amendments by the Trustees, or the petition of twenty or more Members. A written form of the amendments shall be received by the Trustees at least two weeks prior to Trustees meeting. The proposed amendments shall be discussed and voted by the Board and the Trustees. A two-third majority of the full Board and full Trustees are required for approval and shall take effect after the concurrence of General Assembly unless otherwise specified. The new amendments shall supersede all previous related provisions in the Bylaws. 

OPERATION MANUAL OF THE BOARD OF DIRECTORS

Article I. Organization

The Board of Directors consists of following members: the Chairperson, the Vice-Chairperson, the Secretary, the Treasurer, the Director of Curriculum, the Director of Extra-Curricula Activity, the Director of General Affairs, the Director of Membership, the Director of Festival Events, The Director of Sporting Events, and one or more Directors At-Large.

Article II. Duties of the Officers and Directors

A. Chairperson shall

a. Serve as the Principal of the School.

b. Represent School for external affairs.

c. Be responsible for overall administrative functions of the School.

d. Call and conduct Board meetings.

e. Call and conduct General Assemblies.

f. Appoint Officers and Directors of the Board.

g. Appoint Ad Hoc committees as needed or upon the petition of ten or more Members.

h. Appoint Faculty members as recommended by the Director of Curriculum.

i. Perform other duties assigned by the Board.

B. Vice-Chairperson shall

a. Serve as the Vice-Principal of the School and assist the Principal in all school matters.

b. Act in the capacity of the Chairperson in the temporary absence or disability of the Chairperson.

c. Become Chairperson should that position become vacant for the remainder of the School Year.

d. Serve as the Security Officer and oversee general operation of the School.

e. Perform other duties assigned by the Board.

C. Secretary shall

a. Make copies of Bylaw available at enrollment or upon request;

b. Archive minutes of Board meetings and General Assemblies, and make them available to Members upon request;

c. Archive School's correspondence in addition to working copies.

d. Arrange press release, such as enrollment and other information, for the School through media, announcements, or newsletters.

e. Serve as the Editor-in-Chief for newsletters and other School publications for Members.

f. At the direction of the Chairperson and/or other Board members, send out notices to Members/Students for School sponsored activities.

g. Maintain School mail box in Post Office.

h. Perform other duties assigned by the Board.

D. Treasurer shall

a. Recommend tuition and fees and planned changes at the last Board meeting prior to the Spring General Assembly for approval and report to the General Assembly.

b. Be responsible for the financial affairs of the School.

c. Assist the Chairperson to prepare School budget and submit to the Trustees for approval and report to the General Assembly for concurrence.

d. Prepare financial statements and reports to the Board, The Trustees, and the General Assembly.

e. Perform other duties assigned by the Board.

E. Director of Curriculum shall

a. Direct and coordinate with the Faculty members;

b. Interview Faculty candidates and make recommendation for selections and weekly rate to the Principal; Recommend to the Board on removal of Faculty member on grounds of actions that are proven detrimental to or incommensurable with the interests of the School. A simple majority of the Board is needed for passage.

c. With the assistance of the Registrar, review, accept, and place Students.

d. With the assistance of Faculty Team Leaders, develop and present the schedule of curricular activities to the Board prior to the beginning of each semester;

e. With the assistance of Faculty Team Leaders, conduct routine Faculty meetings.

f. Perform other duties assigned by the Board.

F. Director of Extra-Curricular Activities shall

a. Coordinate with extra-curricular activity class instructors.

b. Recommend rules and regulations for extra-curricular activity class.

c. Explore the feasibility of new class including survey of interest and search for instructor.

d. Coordinate with Registrar, maintain class roster, liaison with class coordinator.

e. Conduct routine instructor meetings.

f. Perform other duties assigned by the Board.

G. Director of General Affairs shall

a. Coordinate the purchase of supplies necessary for the School.

b. Be responsible for the well-being and cleanliness of the physical environment of the School.

c. Organize and coordinate with weekly Member duty assignments.

d. Maintain inventory of School properties.

e. Coordinate equipment reservation and delivery.

f. Perform other duties assigned by the Board.

H. Director of Membership shall

a. Be responsible for fund raising activities

b. Organize social events (e.g., Mid-Autumn Festival/Teacher’s Day, Halloween, Christmas, and Bar-B-Q).

c. Organize working teams to facilitate School sponsored events.

d. Be liaison with Class Coordinators to assist School sponsored activities.

e. Perform other duties assigned by the Board.

I. Director of Festival Events shall

a. Be responsible for overall production of Annual Chinese New Year Variety Program Show

b. Coordinate Community events.

c. Perform other duties assigned by the Board.

J. Director of Sports Events shall

a. Be responsible for Annual Spring Field Day activities.

b. Be responsible for gym management.

c. Be in charge of sports team coordination for internal and external competitions.

d. Perform other duties assigned by the Board.

K. Director At-Large shall

a. Be in charge of soliciting donation through advertisement in School publication.

b. Serve as Fire Marshall, coordinate annual fire drill.

c. Serve as the Safety Officer and monitor Students' discipline and misconduct.

d. Be responsible for banquet events (e.g., Chinese New Year).

e. Perform other duties assigned by the Board. 

Article III. Amendments

This operation manual is in effect with the approval of the Board. This operation manual may be recommended for amendments by the Trustees or the Board The proposed amendments shall be discussed and voted by the Board. A simple majority is needed for approval and shall take effect immediately unless otherwise specified. The new amendments shall supersede all previous related provisions in the operation manual.