BY-LAWS OF LANSING CHINESE SCHOOL

ARTICLE I: NAME AND DOMICILE

            Section 1.1  The name of this organization shall be the LANSING CHINESE SCHOOL, (hereinafter referred to as the "School"), a nonprofit corporation incorporated in the State of Michigan.

            Section 1.2  The School shall be located in the Capitol city area including but not limited to the Lansing "Tri-County" area of Ingham, Eaton and Clinton counties.

ARTICLE II: PURPOSE

            The purpose of this School shall be exclusively educational and charitable within the meaning of section 501(c)(3) of the Internal Revenue Code, including but not limited to the following.

            Section 2.1  To study Chinese language.

            Section 2.2  To promote the understanding of Chinese culture.

            Section 2.3  To provide support for individuals and organizations that share the common interest in Chinese ethnic and cultural heritage.  The School shall be nonpolitical and nonsectarian.

ARTICLE III: MEMBERS

            Section 3.1  Members. Any adult individual, willing to abide by the By-Laws of the School, upon applying and paying the full amount of membership dues, can be a member. The School shall not discriminate against any individual on the basis of race, color, religion, sex or national origin.

            Section 3.2 Dues.  The annual dues shall be $5.00 per member, payable in advance on or before September 1st of each year.  The Treasurer shall notify members 1 month in arrears, and those whose dues are not paid within 1 month thereafter shall be automatically dropped from membership. Dues shall be nonrefundable.  Dues shall be waived for those individuals who became members prior to January 1, 1996.

            Section 3.3  Honorary Membership. Upon nomination by three members, the Board of Directors may approve and admit individuals as honorary members, whose dues and fees assessed to the other members may be waived.  Such members shall have the same privileges as regular members except the right to vote.

            Section 3.4  Associate Memberships and Sponsorships.  The Board of Directors may confer an associate membership or sponsor status to any individual or organization due to significant contributions to the School. Such members shall have the same privileges as regular members except the right to vote.

            Section 3.5  Resignation. Any member may submit his or her resignation in writing to the Secretary.

            Section 3.6 Termination.  Membership may be terminated by the Board for nonpayment of dues or for cause.

ARTICLE IV: OFFICERS

            Section 4.1 Officers. The officers of the School shall be a Chair, a Vice-Chair, a Secretary, a Treasurer, and three Directors.  These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the School.  No person may hold more than one office at a time and no officer may hold a staff position with the school. (amended Fall 2001 by majority vote)

            Section 4.2 Chair. The Chair of the Board shall be the chief executive officer of the School whose duties shall include presiding over all meetings of the School and the Board; representing the School in public and at official functions and activities; executing the By-Laws and Board policies; and coordinating with other officers and the Board in the planning and execution of duly approved activities of the School.

            Section 4.3 Vice-Chair. The Vice-Chair shall assist the Chair in the performance of his/her duties and responsibilities. In the absence or incapacity of the Chair to discharge his/her duties, the Vice-Chair shall assume the duties and responsibilities of the Chair.

            Section 4.4 Secretary. The secretary shall take and keep minutes and records of all general membership and Board meetings and activities, including copies of the minutes and records of committee meetings and activities wherein s/he is not the secretary thereof; shall assist the Chair with the School correspondence; and shall coordinate and be informed of all information disseminated by the School.

            Section 4.5 Treasurer. The Treasurer shall have the primary responsibility of collecting dues, fees and monies due to the School; disbursing School funds authorized by the Board; maintaining financial records; preparing mid-year, annual or special financial reports as may be required; handling financial activities of the School; and overseeing the functions of the staff treasurer.

            Section 4.6  Election, Term of Office.  The officers shall be elected by ballot at the annual meeting, or at a meeting called for that purpose, to serve for one year or until their successors are elected, and their term of office shall begin at the close of the meeting at which they are elected.

            Section 4.7 Vacancies. Upon the resignation or incapacity of any of the Officers to assume or continue to perform their duties and responsibilities, the Board shall appoint a replacement to serve the remainder of the unexpired term.

ARTICLE V: MEETINGS

            Section 5.1 Regular Meetings. The School shall hold biannual meetings in March and September Spring and Fall.  Announcement of meetings will be made to the members in writing at least ten (10) days prior to the meeting.

            Section 5.2 Annual Meeting.  The regular meeting in March spring shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

            Section 5.3 Special Meetings.  Special meetings may be called by the Chair or by the Board and shall be called upon the written request of ten members of the School.  The purpose of the meeting shall be stated in the call.

            Section 5.4 Quorum. There shall be 20 percent or more of the general membership in good standing, whether present in person or represented by proxy, to constitute a quorum at a regular meeting or in a referendum. 

ARTICLE VI: BOARD OF DIRECTORS

            Section 6.1 Board Composition.  The officers of the School, including the Directors, shall constitute the Board of Directors.

            Section 6.2 Board's Duties and Powers.  Unless otherwise directed by the general membership, the Board shall be the policy-making body of the School, and is authorized to act for and on behalf of the School, to fix the time and place of meetings, and perform such other duties as are specified in these by-laws. 

            Section 6.3 Board Meetings.  Unless otherwise ordered by the Board, regular meetings of the Board shall be held on the second Tuesday of each month.  Special meetings of the Board may be called by the Chair and shall be called upon the written request of three members of the Board.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at a Board meeting.  If less than a majority of the Board of Directors is represented at a Board meeting, the Directors present may receive reports, discuss pending business, make recommendations and adjourn the meeting.

            Section 6.4 Fundraising and Gifts. The School, through the Board or committees organized for the purpose, may initiate and carry out activities to raise funds for the School or for special purposes, in addition to the regular dues and fees. The Board may accept on behalf of the School any contribution, gift, bequest or devise for the general purposes or for any special purposes of the School.

ARTICLE VII: INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 7.1 Each person who at any time is, or was, a member of the Board, or Officers or agent of the School may be indemnified against expenses actua1ly and necessarily incurred by him/her in connection with the defense of any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which s/he is made a party, by reason of the fact that s/he is or was a member of the Board, or Officers or agent of the School except in relation to matters as to which any such Director, Officer, or agent shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his or her  duty.

ARTICLE VIII: SCHOOL OPERATION

            Section 8.1  Students.  Classes are open to all members and their children.

            Section 8.2  The Principal.  The Board shall appoint a Principal who shall be the chief operating officer of the School. S/he shall select and appoint staff, direct and control school operations and coordinate with the teaching staff on curriculum, teaching materials and other teaching functions and activities.

            Section 8.3  Operational Plan and Budget.  Each year, before the regular meeting in September Fall, the Principal shall submit an operational plan and a budget for the Board's approval.  The budget shall include tuition, staff and teacher salaries, and other expenses.  The Board may delete items from the proposed budget but may not add new items.

            Section 8.4  Rules and Policies.  The Principal shall submit rules and policies to the Board for approval.

ARTICLE IX:  FINANCES

            Section 9.1 Financial Records. The School shall maintain all financial records until an audit is conducted. All such records of the School may be inspected by any member for any proper purpose at any reasonable time.

            Section 9.2 Financial Audit. Upon submission of the financial report to the membership but not later than three months thereafter, ten (10) members may request the Board in writing to have the School finances audited.  At its discretion, the Board may or may not accede to such a request; and prescribe the manner by which and by whom the audit is to be conducted. Otherwise, the financial report shall be considered approved by the members.

ARTICLE X: COMMITTEES

            Section 10.1  Academic Committee.  An Academic Committee shall be appointed by the Chair promptly after the annual meeting. The committee's report shall be submitted to the School for its approval at its regular meeting in September Fall.

            Section 10.2  Events Committee.  An Events Committee shall be appointed by the Chair promptly after the annual meeting. The committee's report shall be submitted to the School for its approval at its regular meeting in September Fall.

            Section 10.3  Library Committee.  A Library Committee shall be appointed by the Chair promptly after the annual meeting. The committee's report shall be submitted to the School for its approval at its regular meeting in September Fall.

            Section 10.4.  Other Committees.  Such other committees, standing or special, shall be appointed by the Chair as the School or the Board shall deem necessary to carry on the work of the School.

ARTICLE XI: DISSOLUTION

            Section 11.1. In the event of the liquidation or dissolution of the School, voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money and other property received by the School from any source, after the payment of all its debts and obligations, shall be used or distributed to organization(s) organized and operated exclusively for charitable, religious, educational or scientific purposes as shall, at the time be qualified for tax-exemption under Section 501 (c)(3) of the Internal Revenue Code, by a majority vote of the Board. Any such assets not so distributed shall be disposed of by the Circuit Court of the County in which the principal office of the School is then located, exclusively for such purposes or to such organization(s) as the Court shall determine which are organized and operated for such purposes.

ARTICLE XII: PARLIAMENTARY AUTHORITY

            Section 12.1.  The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the School in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the School may adopt.

ARTICLE XIII: AMENDMENTS

            Section 13.1. These bylaws may be amended at any regular or special meeting of the School by a two-thirds vote, provided that the members have been furnished with the proposed changes in writing at least ten (10) days in advance.
 

Approved by the general membership at a meeting held on ______________________

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Acting Secretary                                           Presiding Officer