MONMOUTH CHINESE SCHOOL BY-LAWS

Ratified on February 25, 1995

ARTICLE 1. Name

The registered name of this organization is Monmouth Chinese School.

ARTICLE 2. Objective

This organization is registered with the State of New Jersey as a non-profit organization. The objective of this organization is to establish and operate a School to teach the Chinese language and culture to any person, regardless of age, sex, color, religion, national origin or creed.

ARTICLE 3. Membership

Full Members - The School is controlled and operated by its members. Full Members are currently registered students, and registered parents or legal guardians of the students.

Associate Members - Others who are not Full Members can become Associate Members by following the proper registration procedure. They shall have all the privileges of membership, but excluding the right to vote and to hold any School position elected by Voting Members.

Staff Members - Full time staff and teachers who are not Full Members are considered as Staff Members. They shall have all the privileges of membership, including the right to vote but excluding the right to hold any School position elected by Voting Members.

Voting Members & Voting Rights

Voting Members are current Full Members and Staff Members who are at least 18 years old. Only Voting Members shall have voting rights in a general meeting.

Voting rights are restricted to one vote per registered family. This restriction applies to the counting of votes and/or signatures in elections, petitions, impeachment, referendum, and other decision processes in general meetings.

ARTICLE 4. Fiscal Year and Term of Office

The fiscal year shall coincide with the School calendar and begin on July 1 and terminate on June 30 of the following year. The official term of office for all School Administration and School Board positions shall coincide with the Fiscal Year. Any position elected by Voting Members cannot be held consecutively for more than two terms by the same School member.

ARTICLE 5. Non-political and Non-pecuniary Character

No part of the income and/or assets of the School shall be distributed to or shall inure to the benefit of its current members, past members, or other persons, except that the School shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the School objective set forth herein.

No substantial part of the activities of the School shall consist of the carrying-on of propaganda, or otherwise attempting to influence legislation, and the School shall not participate in or intervene in any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code.

The School shall not carry on any activities not permitted to be carried on by an organization or a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE 6. School Structure - School Administration Committee

School Administration Committee - The day-to-day School administration is to be run by the School Administration Committee. The Committee is also responsible for establishing day-to-day operating procedures in compliance with School By-laws and policies. The School Administration Committee is composed of the School administrative staff elected by Voting Members -- the Principal, Vice-Principal, Treasurer, Secretary, Parent's Representative and General Services Director, plus the Advisor and the chairpersons of the Standing Committees, i.e. the Mandarin Curriculum Director, Cantonese Curriculum Director and Cultural Curriculum Director. Important issues shall be decided using a two-step process. A preliminary voting shall be performed to determine if an administrative decision is required to undergo the formal voting process. When voting is needed, a simple majority vote of all School Administration Committee members is required for approval.

Principal - Oversees the overall operation of the School and manages the School Administration staff in compliance with School By-laws, guidelines and policies; represents the School in community and external affairs; ensures that the required filings for the Internal Revenue Service and State of New Jersey be submitted.

Vice-Principal - Assists the Principal in his/her School functions; acts on behalf of the Principal in the absence of the Principal during emergency situations or when designated by the Principal or the School Board.

Treasurer - Ensures that the financial records of the School are kept in good order and are documented; supervises the collection of all money and payment of approved expenditures; coordinates the preparation of the School budget; prepares financial statements and reports to be reviewed by the School Board at least once per semester; gathers information and records for filings to the Internal Revenue Service, State of New Jersey and other government agencies as required.

Secretary - Ensures that the School Secretary functions are performed, i.e. recording and distributing the minutes of School Board, School Administration and general meetings; serving notices of these meetings, and retaining the official records and other legal papers of the School (meeting minutes, insurance policy, election ballot counts and results, corporation papers, IRS & NJ State filing records, etc.).

Parents’ Representative - organizes parents to assist in School operational activities and coordinates all non-administrative events participated by School parents.

General Services Director - coordinates the usage of the School facility and property, keeps the School secure and safe, protects the School property, and ensures the School operating in good order.

Advisor - provides advice and assists in the School operations. The advisor shall be nominated and elected by all other School Administration Committee members. The advisor must have served for at least one year as a member of a previous School Administration Committee or School Board.

Vacancy - Principal or Vice Principal shall notify the School Board of any staff vacancy that lasts more than one month. The vacancy of the Principal position shall be filled by the Vice-Principal immediately. For other vacant positions elected by Voting Members, if the remaining term of office is more than three months, the School Board shall organize a special election to fill the vacancy. If the remaining term of office is three months or less, the vacancy can be filled by an eligible School member elected by the School Administration Committee. In the event the Vice Principal position became vacant, the Principal should nominate a Vice Principal and the election process in this paragraph shall be followed.

Resignation - Any member of the School Administration Committee may resign his/her School position by tendering his/her written resignation to the Principal and Secretary. The School Board may presume any member who is absent from three consecutive School Administration staff meetings without notice has automatically tendered his/her resignation from the School Administration Committee.

Eligibility - Only Full Members, as defined in Article 3, are eligible for the positions elected by Voting Members. In addition, former school administration committee members, if nominated by current administration and approved by the Board of Directors, are also eligible for positions.

ARTICLE 7. School Structure - School Board

Composition - The School Board consists of the current Principal and four other elected Board members. Any change in the number of Board members or other School Board structural changes shall be first passed by at least a two-thirds vote of the School Board and then be approved by more than half of all Voting Members.

Responsibilities - The responsibilities of the School Board are: to set the general policies of the School; to set financial policies regarding tuition, expenses for teachers and staff, and any other disbursement of School funds; to approve School budgets; and to ensure the compliance with the policies. All new or modified policies shall be posted in School for at least a month. The School Board shall meet at least four times a year in School (twice a semester) to review and/or approve the administration of the School by the School Administration Committee.

Repeal Power - The School Board with at least a two-thirds vote of the School Board can repeal the decisions or actions of the School Administration staff, which are not in compliance with the School By-laws and/or policies. The repeal must be documented and signed by School Board members.

Vacancy - The School Administration Committee shall organize a special election to fill a vacancy using the election procedure specified in Article 9.

Resignation - Any member of the School Board may resign his/her School position by tendering his/her written resignation to the Principal and Secretary. The School Board may presume any member who is absent from three consecutive School Board meetings without notice has automatically tendered his/her resignation from the School Board.

Quorum - At least two-thirds of the School Board members must be present to qualify as a quorum, and be able to conduct formal business. School Board members must be given at least one-week notice of any formal School Board meeting. All decisions must be passed by at least a two-thirds vote of all School Board members.

Eligibility - Only Full Members, as defined in Article 3, are eligible to become a member of the School Board. In addition, a school board member must have served for at least one year as a member of previous School Administration Committee.

ARTICLE 8. Standing and Special Committee

Creation - The School Board and/or Principal, on behalf of the School Administration, can create or dissolve any Special Committee that assists in the operation of the School. However, the creation or dissolution of any Standing Committee must be approved by more than half of all Voting Members. All committees are responsible to the Principal or the School Board either directly or indirectly.

Standing Committees - Standing committees are major committees whose functions are expected to continue beyond one School year.

There are three Standing Committees: the Mandarin Curriculum Committee, the Cantonese Curriculum Committee and the Cultural Curriculum Committee. Each of the committees is comprised of a Director and the teachers of that particular curriculum. The election of these three Directors shall be organized by the newly elected Principal before the end of the Spring semester. The Mandarin Curriculum Director is elected by the Mandarin teachers while the Cantonese Curriculum Director is elected by the Cantonese teachers. The Cultural Curriculum Director is elected by the Mandarin, Cantonese and Cultural teachers. Each Director manages the academic affairs or the cultural affairs of the pertinent curriculum. Specifically, he/she defines and oversees the pertinent curriculum program, assigns teachers who are qualified to teach in the curriculum, enforces rules of the curriculum, presides teachers' meetings, coordinates teaching and examination efforts, organizes and manages student contests in the curriculum program, and provides guidance and guidelines to teachers.

The selection of teachers shall be performed by the respective Curriculum Director with the Principal's approval. When a teacher has committed a crime, demonstrated misconduct, or cannot fulfill his/her teaching duty, the responsible Director shall communicate to the School Board the request to release the teacher from his/her teaching duties. Upon approval by the School Board, the Principal shall serve the termination notice to the teacher.

Special Committees - Special committees are other committees whose functions are expected to be limited for a special purpose, event, or a School policy issue.

ARTICLE 9. Meeting of Members

General Meetings - General meetings are organized at least once per semester by the Principal to provide a forum to communicate, discuss and/or vote on School matters with all School members. All members must be given at least ten days written notice prior to the meeting.

Election - The Principal shall appoint a five-member Election Committee with at least four non-position holding members. These five members must not be running for any of the positions to be elected by Voting Members in that election. The Election Committee shall organize the annual election of the specific School Administration Committee members and School Board members to be elected by Voting Members for the next School year on the first Saturday of June. Election notices and nomination forms shall be sent out at least 30 days prior. In the event that there are no eligible candidates nominated by the School members, the Election Committee is responsible for nominating candidates to ensure that there is at least one candidate for each of the positions. Final ballots with names of nominated candidates must be sent out at least two weeks before the election meeting. The candidate who received the highest number of votes in the election shall be elected for the nominated position. In the case of a tie vote of any position, a special election shall be conducted within two weeks for the candidates who received a tie vote for that position.

Principal and Vice Principal Election - The nominated Principal shall nominate a Vice Principal candidate as a running mate for the election. Each Principal and Vice Principal candidate team shall have one election box on a voting ballot. The team received the highest vote shall be the next school year's Principal and Vice Principal.

Elected Officer - Members of the same registered family cannot hold more than one position, elected by Voting Members, within the School Administration Committee and/or School Board at any one time.

Only Full members, as defined in Article 3, are eligible to hold any position elected by Voting Members.

Impeachment - A petition with signatures from at least 20 percent of Voting Members shall be admissible for consideration by the entire membership. Upon receipt of such petition, the School Board shall call a general meeting to vote on the impeachment petition within three weeks. If the School Board failed to call a general meeting, the School Administration Committee and/or petitioners shall have the rights to call and hold a general meeting. The impeachment must be approved by more than half of all Voting Members and shall become effective immediately upon approval. The School Board shall notify the impeached member verbally immediately and with a written notice within one week. The impeached member shall be released from his/her associated School duties and authority immediately.

Referendum - A petition with signatures from at least 20 percent of Voting Members shall be admissible for consideration by the entire membership. Upon receipt of such petition, the School Board shall call a general meeting to vote on the petition issue within three weeks. If the School Board failed to call a general meeting, the School Administration Committee and/or petitioners shall have the rights to call and hold a general meeting. Any measures approved by more than half of all Voting Members shall become effective immediately unless otherwise specified by the petition.

ARTICLE 10. Dissolution

When dissolution or other termination of the School was approved by more than half of all Voting Members, no part of the property of the School or any of the proceeds shall be distributed to or inure to the benefit of any School members. All such property and proceeds, subject to the discharge of valid obligations of the School, shall be distributed to, as the School Administration Committee and School Board shall determine, any exempt organization(s) under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE 11. Amendments

A proposal for amendments to the School By-laws with signatures from at least 20 percent of all Voting Members shall be admissible for consideration by the entire membership. The School Board shall organize a vote on the proposed amendments at the next scheduled general meeting. If the School Board failed to organize the voting, the School Administration Committee and/or petitioners shall have the rights to call and hold a general meeting. The amendments become effective only if it is approved by more than half of all Voting Members, provided that a written notice of the proposed amendments has been sent to each voting member at least one week before the general meeting.

ARTICLE 12. Rules of Conduct

The School Administration Committee shall develop the rules of conduct for all School members in compliance with School By-laws and policies. The School Board shall review these rules of conduct to ensure compliance with School-By-Laws and policies.

ARTICLE 13. Force and Effect of Bylaws

These bylaws are subject to the provisions of the New Jersey Corporation Act and the School's Certification of Incorporation as a non-profit organization, as amended. If any provision in these bylaws is inconsistent with a provision in that Act or the Certificate, the provisions of the Act shall govern to the extent of the inconsistency.