|CHINESE SCHOOL OF SOUTHERN WESTCHESTER, INC.
( A NONE-PROFIT ORGANIZATION)
|ARTICLE 1. NAME AND OFFICE
- SECTION 1. The name of the corporation is CHINESE SCHOOL OF SOUTHERN WESTCHESTER, INC.
- SECTION 2. The office of the corporation is located in the county of Westchester, and the State of New York.
|ARTICLE II. PURPOSE
The purpose of CHINESE SCHOOL OF SOUTHERN WESTCHESTER, INC. is to develop, operate and supervise a nonsectarian, nonpolitical, and racially non-discriminatory program for the teaching of the Chinese language, graphic and performing arts, and for the understanding of Chinese culture and tradition.
|ARTICLE III. MEMBERS
- SECTION 1. The regular membership of the corporation is open to the parent/guardians whose child/children is/are enrolled in the school. The regular membership also includes actively employed principal, teachers, school administration staff and registered adult students and current board members.
- SECTION 2. Honorary membership may be awarded to a person or party (corporation
institution, ...etc.) who or which has, in the majority opinion of the board, has made a significant contribution to the school, A formal recognition may be issued by the board of directors As the founder and principal of C.S.S.W. from 1981 through 1996, Jenny Kao Chase is accorded the title of Honorary Principal and President Emeritus.
- SECTION 3. Each regular member shall have one vote per family upon all questions presented for action at any meeting of the members.
|ARTICLE IV. DIRECTORS
- SECTION 1. The policy and principles for the operations of the corporation shall be decided and monitored by its board of directors. The act of a majority of the directors present at a meeting of the board at which a quorum of more than half of the total board members is present shall be the act of the board of directors unless the action of a greater number is required by law or by this by-laws.
- SECTION 2. The board of-directors of the corporation shall consist of odd number of no less than seven and no more than fifteen members as from time to time shall be set by resolution of the board of directors. This number includes the directorship held by the principal and the chairperson of the parent's association.
- SECTION 3. The principal of the Chinese school appointed by the board of directors and the chairperson of the parent's association duty elected by the parent's association are automatically members of the board of directors. All other directorship nominations should be submitted by the regular members to the nominating committee formed within the board of directors. An election will be held at the general membership meeting where only regular members are eligible to vote for directors. The nominating committee shall make a genuine effort to solicit recommendations of the candidates from the regular members of the corporation. The election of the directors shall take place at the annual general membership meeting of each academic year.
- SECTION 4. Except the term of principal of the school and president of the parents association which are determined by a specified term according to their positions, all other term of the directorship shall be three years.
Each director shall serve his or her term until the election and qualification of his or her successor. Any vacancy occurring in the board of directors due to resignation or removal by the board shall be filled on an interim basis by the due process of nomination and the affirmative vote of a majority of the directors present at which a quorum of more than half of the remaining board members is present. The interim director elected to fill such vacancy shall serve the unexpired term of his or her predecessor until the next general election by the regular membership. Such interim term of service shall not bar such interim director from being elected for a full term at the next regular membership general election. Any directorship to be filled by reason of an increase in the number of directors shall be elected according to Section 3 of this Article (IV).
- SECTION 5. A director may resign at any time by giving written notice to the chairperson or the secretary of the board of directors. The acceptance of any such resignation, unless required by terms thereof, shall not be necessary to make the same effective.
- SECTION 6. A director may be removed at any time for cause by the affirmative vote of a two thirds majority of the directors present at a meeting at which a quorum of two thirds the remaining directors is present.
|ARTICLE V. CORPORATE MEETING
- SECTION 1. The annual meeting of the corporation shall be held before the end of each school year upon two weeks written notice from the president.
- SECTION 2. A corporate annual report shall be prepared and presented by the president at the meeting. Issues raised by the members of the corporation either prior to or at the meeting be voted on by the members of the corporation present, if so requested. The resolution, though not binding on the coloration shall be considered and voted on by the board of directors before its implementation. If the board negates the resolution of the corporate meeting, an explanation must be furnished to the members of the corporation.
|ARTICLE VI. BOARD OF DIRECTORS MEETING
- SECTION 1. The regular meetings of the Board of Directors shall be held at least once every other month during the school year or another date agreed upon by the directors upon ten days notice as provided in Section 3 of this Article.
- SECTION 2. Special meetings of the board of directors may be called by the chairperson of the board, the principal or at the request of any three directors. The person or persons authorized to call for special meeting of the Board may fix the time and place within the county of Westchester, State of New York for holding the special meeting of the Board called by them.
|ARTICLE VII. OFFICERS AND CHAIRPERSON OF THE BOARD
- SECTION 1. The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, and a principal of the school. The board of directors may elect of appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the board of the directors. Any two or more offices may be held by the same person except the office of president and secretary.
- SECTION 2. The term of the principal shall be one year with option to extend appointment by the board. The candidates for position of principal shall be selected from the following priorities: current CSSW vice principal, parents of current CSSW students, and current CSSW students, and current CSSW teachers and staff members. Except the Principal, the officers of the corporation shall be elected or appointed annually by the board of directors among the board members at the last board meeting of each academics year. New officers may be created and filled at any meeting of board of directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified. No officer of the corporation other than the president the principal and the treasurer shall be elected for more than three successive terms. A term of office shall be considered to be a period of greater than six months.
- SECTION 3. Any officer elected or appointed by the board of directors may be removed by a vote of two third majority of the board of directors at a meeting at which a quorum of more than half of the total board members is present whenever, in its judgment, the best interest of the corporation would be served thereby.
- SECTION 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
- SECTION 5. The chairperson of the board of directors shall be elected at the last board meeting of each academic year and will have a two-year term until the election and qualification of the next chairperson. The chairperson shall preside over all board meetings, set agenda, and be empowered to appoint committees subject to the approval of the board of directors.
- SECTION 6. The president shall serve as the chief executive officer of the corporation and shall in general supervise and control all the business and affairs of the corporation; shall perform all the duties incident to the office and such other duties as may be prescribed by the board of directors; shall be empowered to sign contracts, checks and other instruments shall be a member of all committees.
- SECTION 7. Vice president, in the absence of the president or in the event of his or her inability or refusal to act, vice president shall perform the duties of president and when so acting, shall have all the powers of and be of and be subject to all restrictions on the president. The vice president shall perform any other duties as from time to time may be assigned to him or her by the president or by the board of directors.
- SECTION 8. Secretary, the secretary shall keep the minutes of the meetings of the board of directors; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law be custodian of the corporate records and the seal of the corporation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or herby the president of by the board of directors.
- SECTCN 9. Treasurer, the treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies and other depositories as shall be selected by the board of directors; and in general perform all
duties incident to the office of treasurer and such other duties as from time to time may be assigned to by the president or the board of directors.
- SECTION 10. Principal, the principal shall in general supervise the operation of the Chinese school. With the assistance of the curriculum committee, the principal selects the principles and plans the curriculum and culture programs according to the purpose of the corporation defined in Article 11. The principal shall be empowered to fill the teacher or staff position approved by the board of directors. The principal shall perform any other duty as from time to time may be assigned to him or her by the president or by the board of directors.
|ARTICLE VIII. COMMITTEES
- SECTION 1. Executive Committee - There shall be an executive committee of the Board. The executive committee shall have the powers of the board between meetings of the board and the actions of the executive committee shall be submitted for ratification at the next meeting of the board of directors.
- SECTION 2. Nominating Committee - The nominating committed shall present for election at the next to the last board meeting of the academic year candidates for the regular and additional directorship. The committee should try its best effort to solicit the candidates amongst the general members of the corporation.
- SECTION 3. Curriculum and Culture Committee - The curriculum and culture committee shall assist the principal in selecting the principles and planning of the curriculum and culture programs according to the purpose of the corporation defined in Article II.
- SECTION 4. Long Range Planning Committee - The long range planning committee shall pursue the means prescribed by the Board of Directors toward the goal of acquiring a permanent facility for the Chinese School in Southern Westchester area, and promoting Chinese cultural and educational purposes. A foundation in the name of "Chinese School of Southern Westchester Educational and Cultural Foundation " is to be set up for the above purposes.
- SECTION 5. Public Relations Committee - The public relations committee shall pursue the mean prescribed by the Board of Directors to improve the school's relationship with local communities and to publicize and promote the activities of the school.
- SECTION 6. Other committee - The board may create such other committee or committees with such functions, powers, and authorities, as it shall deem wise and proper from time to time.
|ARTICLE IX. INDEMNIFICATION
- SECTION1. The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify and person made or threatened to be made a party to any action or proceeding by reason of the fact the he, his testator or intestate was a director, officer, employee, or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.
|ARTICLE X. FISCAL YEAR
The fiscal year is the same as the academic year of the Chinese School and shall start from September of each year to June of the next year.
|ARTICLE XI. DISSOLUTION
In the event of dissolution of the corporation, its remaining assets will be transferred into the "Chinese School of Southern Westchester Education and Cultural Foundation". Any such dissolution and distribution shall be made only upon the vote of over eighty percent (80%) of directors at which a quorum of over eighty percent (80%) of the board Members are present and it shall be subjected to the requirements of the Not-For-Profit corporation Law of New York State.
|ARTICLE XII. GOVERNING LAW
This by-law shall comply with the laws of the County of Westchester and the laws of the State of New York.
|ARTICLE XIII. AMENDMENTS
This by-law many be added to amended or replaced at any regular or special meeting of the board of the directors by the affirmative vote of a two third majority of the board of directors, a quorum being present, provided however that written notice of any such proposed addition amendment or repeal shall have been given to each director at least ten days prior to the meeting at which such action is to be taken.