Bylaws 学校章程

BYLAW OF

THE DALLAS MODERN CHINESE LANGUAGE SCHOOL

Version 3, Revision 6

Date Board Approved: 2015-05-11

 

Table of Contents

ARTICLE I. OFFICES
SECTION  I. 1. NAME
SECTION  I. 2. PRINCIPLE OFFICE
SECTION  I. 3. CHANGE OF ADDRESS
SECTION  I. 4. OTHER OFFICES

ARTICLE II. THE SCHOOL
SECTION  II. 1. PURPOSE
SECTION  II. 2. ORGANIZATION OF THE SCHOOL
SECTION  II. 3. NON-FOR-PROFIT CORPORATION
SECTION  II. 4. EQUAL OPPORTUNITY POLICY

ARTICLE III. THE SCHOOL BOARD
SECTION  III. 1. RESPONSIBILITIES OF THE SCHOOL BOARD
SECTION  III. 2. ORGANIZATION OF THE SCHOOL BOARD
SECTION  III. 3. BOARD MEETINGS
SECTION  III. 4. MEMBERS OF THE SCHOOL BOARD
SECTION  III. 5. CHAIRMAN AND VICE CHAIRMAN
SECTION  III. 6. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

ARTICLE IV. COMMITTEES OF THE SCHOOL BOARD
SECTION  IV. 1. GENERAL
SECTION  IV. 2. ACADEMIC COMMITTEE
SECTION  IV. 3. FINANCE COMMITTEE
SECTION  IV. 4. OPERATION COMMITTEE
SECTION  IV. 5. PUBLIC RELATION COMMITTEE

ARTICLE V. ADMINISTRATIVE AND TEACHING STAFF
SECTION  V. 1. PRINCIPAL
SECTION  V. 2. VICE-PRINCIPAL AND PRINCIPAL ASSISTANTS
SECTION  V. 3. TEACHERS
ARTICLE VI. HONORARY BOARD

ARTICLE VII. INCOME, EXPENSES AND ASSESTS
SECTION  VII. 1. SCHOOL INCOME AND EXPENSES
SECTION  VII. 2. NET EARNINGS
SECTION  VII. 3. RESTRICTIONS ON SCHOOL EXPENSES
SECTION  VII. 4. ASSETS
SECTION  VII. 5. LEGAL ACTION

ARTICLE VIII. DISSOLUTION

ARTICLE IX. AMENDMENTS

CODE OF CONDUCT OF THE BOARD

ANNEX A. BOARD CHAIRMAN ELECTION PROCEDURE

EXHIBIT. HISTORY OF REVISION AND EFFECTIVE DATE

ARTICLE I. OFFICES

SECTION  I. 1.  NAME

The name of the school shall be The Dallas Modern Chinese Language School. It shall be referred as DMCLS thereafter.

SECTION  I. 2.  PRINCIPLE OFFICE

The principle office of the corporation is located at    Parkhill Jr. High School, 16500 Shadybank Drive, Richardson, TX 75080          in Dallas County, State of Texas.

SECTION  I. 3.  CHANGE OF ADDRESS

The designation of the county or state of the corporation’s principal office may be changed by amendment of this Bylaw. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date, and such changes of address shall not be deemed, nor require, an amendment of this Bylaw.

SECTION  I. 4.  OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE II. THE SCHOOL

SECTION  II. 1.   PURPOSE

The purpose of the Dallas Modern Chinese Language School is to provide high quality education of Chinese language and culture to Chinese immigrant youth and anyone who has interest in the same, to help Chinese immigrant families adapt to American education system, and to promote understanding between Chinese and any other races.

SECTION  II. 2.   ORGANIZATION OF THE SCHOOL

The DMCLS Board (referred as the Board thereafter) represents all the parents and owns the school. The Board is empowered to govern the affairs and the property of the DMCLS, to hire administrative and teaching staff to carry out daily operations and teaching activities. The administrative team consists of a principal, a vice-principal, a small number of principal assistants and a secretary.

SECTION  II. 3.  NON-FOR-PROFIT CORPORATION

The DMCLS is granted by the State of Texas the status of a non-for-profit organization. This corporation/organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Changing the Non-For-Profit corporation nature of the DMCLS must be preceded by dissolution of the organization as described in ARTICLE VIII. DISSOLUTION. The motion of the change must be approved by more than 90% (Ninety Percent) vote at a board meeting of 100% (One-Hundred Percent) attendance of the board members.

SECTION  II. 4.   EQUAL OPPORTUNITY POLICY

The school shall not discriminate, in any way, regardless of age, sex, race, religion, national origin, physical disability, and military status, with respect to student admission and staff employment.

ARTICLE III.  THE SCHOOL BOARD

The members of the Board are the directors, or, interchangeably, the officers of the Board of the DMCLS. The members collectively form the body of the Board. In the context thereafter in this Bylaw, the term Board will be used in general as the Board of the Members or the body of the Board. Likewise, the term Members will be for the Directors or Officers of the Board. The term Chairman is used in general for the chairperson, male or female.

SECTION  III. 1.   RESPONSIBILITIES OF THE SCHOOL BOARD

The Board shall determine and interpret the Bylaw and policies of the school. The Board shall make decisions on academic and other development planning. The Board shall be in charge of school’s finance, supervise and monitor teaching activities and daily operations, approve the annual budget, determine student tuition and fees, and set salary scales and other compensations for contracting employees of the school. The Board shall elect its new members and recruit the principal of the school. The Board shall be the leading volunteer work force for the school.

SECTION  III. 2.   ORGANIZATION OF THE SCHOOL BOARD

The Board shall consist of a chairman, a vice chairman, and four regular functional committees—the Academic Committee, the Finance Committee, the Operation Committee and the Public Relation Committee. Temporary committees may be formed as needed. Each committee has a head person and a few members.

There shall be no less than five regular members in the Board.

TERM

The term of the organization commenced on the filing of the Articles of Organization and shell be perpetual unless dissolved as provided in this Bylaw.

MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, this Bylaw, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

MEETINGS

The Board shall hold no less than two regular meetings each year. The Board meetings are used to discuss issues related to the board and the school administration, to conduct vote and elections.

The Board meeting(s) may be called for any purpose(s) at any time by 50% (Fifty Percent) Board members, or by the Chairman of the Board, or by a Board member designated by the Chairman.

Any action that may be taken at a Board meeting may be taken without a meeting by written consent in accordance with the Act.

The Board meetings shall follow the guidelines presented in SECTION III.3. BOARD MEETINGS.

VOTE

The normal vote, such as the Chairman election, shall be conducted in the board meetings. The result of the vote shall be disclosed to all Members after the vote.

For less critical matters, the vote can be conducted via email. In such format, all Members cast their vote by sending emails directly to the person conducting the vote. The result shall be disclosed as well at the end of the vote.

QUORUM FOR MEETINGS

A quorum shall consist of 65% (Sixty-Five Percent) of the members of the Board.

Except as otherwise provided under the Articles of Incorporation, this Bylaw, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chairman shall entertain at such meeting is a motion to adjourn.

VACANCIES

Vacancies on the Board shall exist (1) on the death, resignation or removal of any member, and (2) whenever the number of authorized members is increased.

Any member may resign effective upon giving written notice to the Chairman, unless the notice specifies a later time for the effectiveness of such resignation. No member may resign if the school would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Members may be removed from office, with cause, as permitted by and in accordance with the laws of this state.

A board member who has been absent from three board meetings and/or could not fulfil assigned service duties without good cause shall be considered as resigned from the board.

Unless otherwise prohibited by the Articles of Incorporation, this Bylaw or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until his or her death, resignation or removal from office.

SECTION  III. 3.  BOARD MEETINGS

The Board shall hold no less than two regular meetings each year.

PLACE OF MEETINGS

Meetings shall be held at the principle office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board.

REGULAR MEETINGS

Regular board meeting shall be held no later than the 4th (Fourth) school day and before the last 2nd (Second) school day of the semester, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

SPECIAL MEETINGS

Special meetings of the Board may be called by the Chairman, the Principal, or any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, this Bylaw, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular Meetings. No notice need be given of any regular meeting of the Board.

(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director/member of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.

CONDUCT OF MEETINGS

Meetings of the Board shall be presided over by the Chairman, or the Vice Chairman, or, if no such person has been so designated or, in his or her absence, the Principal of the school or, in the absence of each of these persons, by a member chosen by a majority of the Board present at the meeting. The Secretary of the school shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by majority member consented rules, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, this Bylaw, or with provisions of law.

MOTIONS

Any member shall be allowed to initiate motions concerning the Board and the school administration prior to the meeting. The motion shall be voided if the originating members elect to be absent from the voting should one is in the process.

SECTION  III. 4.  MEMBERS OF THE SCHOOL BOARD

QUALIFICATION

The members of the Board shall be volunteers interested in the education of Chinese language and culture, and willing to contribute their time, energy and intelligence to the benefit of the school.

RIGHTS

Members of the Board have the right to vote and to be elected as the Chairman of the Board or nominated as the head of a committee by the board Chairman.

ELECTION

New member of the Board may be self-nominated or nominated by two members of the board to the Board Chairman. The Chairman may arrange a vote for the prospect member, when there is a board member seat vacancy. The candidate should be elected by a majority of participating votes in a board meeting or through email.

TERM

The term of each board member shall be two years. A board member may serve maximum three consecutive terms (6 years). A board member may rejoin the board through the election process after he/she leaves the board for a minimum of one year. A list of out-going board member names will be provided by the board Chairman before the Chairman election. The incoming Chairman will fill the board member seats based on needs and through election process.

THE MEMBERSHIP OF THE PRINCIPAL

The Board provides a special membership to the current principal. If at the time of appointment the principal is not yet a member of the Board, such provision will grant automatic Board member status to the principal without the need of nomination and election. The principal shall render the special membership status after the completion of the principal term and may remain as a Board member if he/she was already a Board member prior to the principal term.

DUTIES

Members have the duty to attend regular board meetings and participate in discussions on the affairs of the school. Each member serves in one functional committee and/or temporary committee and shall be responsible for duties assigned by the committee head.

Upon joining the Board, a member acknowledges that he/she will honour and practice the Board member’s code of conduct as given ANNEX A. CODE OF CONDUCT OF BOARD MEMBERS. Multiple violations of the code shall lead to discipline by the Board and possible removal from the Board.

SECTION  III. 5.  CHAIRMAN AND VICE CHAIRMAN

QUALIFICATION

The Chairman of the Board is primarily a coordinator and leader of the Board. The Chairman shall be elected from the current board members who have served in the Board for at least two years.

The Vice Chairman is a Board member who will be the designated person to act as the Chairman in the absence of the Chairman. The Vice Chairman shall be nominated by the Chairman and approved by the Board by vote.

The candidates for both the Chairman and the Vice Chairman shall express publicly their willingness of fulfilling the duration of the term and duty.

ELECTION

The election of the Chairman shall be conducted in form of Board meeting in April one month before the end of current school year.

Upon being elected, the Chairman shall nominate the Vice Chairman within the next 2 (two) weeks. The Board must vote for approval of the Vice Chairman within 2 weeks after the nomination, or the nomination will be automatically approved.

The election process of the Chairman shall follow the format detailed in ANNEX B. THE ELECTION OF THE BOARD CHAIRMAN.

TERM

The term of the chairman shall be two years. Term starts at the beginning of the calendar year in normal situation. The chairman may be re-elected up to two terms (four years).

The Vice Chairman’s term starts and ends at the same time as the Chairman’s term.

DUTIES

The main responsibility of the chairman is to lead the board in governing the school and in carrying out the volunteers’ work for the school. The chairman is the coordinator between the functional committees. The chairman shall organize board meetings, selects heads of the regular committees, and propose temporary committees as needed.

The Chairman shall be responsible of ensuring the Board’s Code of Conduct is followed by all Board members and necessary action be taken in case of violation.

The incumbent Chairman shall make effort to ensure smooth transition of all administrative duties to the Chairman-elected of the next term.

RESTRICTIONS

The current year principal cannot be elected as the Board Chairman.

In the long-term absence of the current year principal, the Board Chairman decides a temporary replacement acting as interim principal. The Chairman shall make every effort to select a new principal before the end of the current semester.

TRANSITION PERIOD

In the circumstances that the current Chairman can not complete the term for causes such as relocation due to job changes, unexpected family changes, etc, the Chairman shall announce the start of a transition period during which the Vice Chairman will assume the role of the Chairman. Such announcement shall be made at least one month prior to the start of the transition period.

The Vice Chairman shall act as the Chairman till the end of the semester. Meanwhile, the Vice Chairman shall call for a new election of the Chairman before the end of the semester.

IMPEACHMENT

The Chairman of the Board is responsible to the entire Board and the Honorary Board. The Board, and the Honorary Board, collectively observe the Chairman’s performance is up to the high standard which he/she is elected for, and he/she is not violating the By-Law. Impeachment is provided by this By-Law as an extreme measurement to resolve severe violation of the By-Law by the Chairman which has or will cause crisis to the School. The Impeachment shall not be used as a tool to resolve normal issues in the School’s operation.

The Chairman may be impeached by 65% (Sixty-Five Percent) of votes in a board meeting. The impeachment motion shall require 30% (Thirty Percent) of the board members’ signatures. The honorary board shall consult both sides to make detailed impeachment procedure, hold the impeachment hearing, and supervise the final vote. If the Chairman gets impeached, the honorary board head should be the acting Chairman until the next Chairman is elected according to the Chairman electoral procedure.

The impeachment can only be initiated by current Board members, not the Honorary Board members. However, the motion should be first received by the Honorary Board who will try with best effort to resolve the issues and avoid the impeachment. The cause of the impeachment and the result of the Honorary Board’s mediation should be clearly documented and signed by the Chairman and the Board Members who initiated the motion. These documents should be made public to all Board members.

In case of emergency such as Chairman’s impeachment, the honorary board shall act as moderator and hold the hearing to solve the crisis.

SECTION  III. 6.  INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the school shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

COMPENSATION

Director / board member(s) shall serve without compensation except that with the approval of two-third of board member(s), a reasonable fee may be paid to director(s)/board member(s) for extraordinary serviced rendered by these board member(s). In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

ARTICLE IV. COMMITTEES OF THE SCHOOL BOARD

SECTION  IV. 1.  GENERAL

All Committees, their heads and members shall be nominated by the Chairman and approved by the Board. The approve process can be a simple majority vote by participating members during a board meeting or through email.

The term of the committee heads shall be two years coinciding with the Chairman term. Term shall start at the beginning of the calendar year, except un-expectancy occurs. The committee heads may be re-nominated to the same position up to three terms (six years) if the maximum 8 years board membership can be satisfied.

The Chairman may recommend the removal of the committee head(s). Such recommendation should be approved by the Board with a simple majority vote by participated members during a board meeting or through email.

Committee member(s) can be swapped by either the committee member’s own interest approved by the Chairman or the Chairman’s reassignment agreed by the member.

SECTION  IV. 2.  ACADEMIC COMMITTEE

The Academic Committee shall consist of the Head and some other board members.  The principal is a member of the Academic Committee.

The Academic Committee shall work together with the principal to establish academic programs approved by the board, propose new academic programs, conduct research on curriculum, textbooks and teaching quality, renew contracts for teaching staff, organize teaching evaluations, and propose teaching staff pay raise and bonus to the Board. The Academic Committee shall provide an academic activity budget proposal to the Board for each fiscal year.

SECTION  IV. 3.  FINANCE COMMITTEE

The Finance Committee shall consist of the treasurer, the bookkeeper, and some other board members. The Finance Committee shall take care of the financial matters of the school. Its duties include: prepare financial statements and report to the Board, prepare tax returns, manage cash flow, and manage savings to meet the future financial needs and emergency spending. The Finance Committee has the responsibility to provide their professional advice to the Board on the financial status of the school.

The Board may delegate the Finance Committee the authority to evaluate financial proposals for the school and the compensation scales of the staff.

The Board Chairman can order, by outsiders, to audit the financial book of the school accountant. Any group of the Board with 3 members can also initiate such motion as requesting the Chairman for such auditing. The outsiders can be a non-Board member CPA or the Honorary Board. The result shall be published to the Board.

SECTION  IV. 4.  OPERATION COMMITTEE

The Internal Operation Committee shall consist of a head and some other board members. The responsibility of the Internal Operation Committee is to support daily school activities. The specific responsibilities shall include organizing school time duties, purchasing school supplies, equipments or gifts, and supporting the vice-principal on miscellaneous tasks.

SECTION  IV. 5.  PUBLIC RELATION COMMITTEE

The Public Relation Committee shall consist of a head and some other board members The Public Relation Committee shall be responsible for school facility renting, news reporting, advertisement, maintaining the web site of the school, and acquiring corporate and personal donations.

ARTICLE V. ADMINISTRATIVE AND TEACHING STAFF

SECTION  V. 1.  PRINCIPAL

APPOINTMENT

A candidate for the principal position shall be nominated by one board member with another board member’s second. The principal shall be appointed by majority vote of the Board. In normal situation, an appointment shall be effective at the beginning of the school fiscal year starting in July. An emergency appointment during the school year shall follow the same voting procedure and be effective immediately.

TERM

A regular service term of principal shall be one year and is renewable. There is no term-limit for a principal. If a principal is appointed in the middle of the year, the term ends by the end of that school year.

TERMINATION

The contract with the principal may be terminated at any time in the school year due to exceptional reasons. The termination of the principal’s term should be proposed by one board member with another board member’s second, and the proposal must be approved by majority votes of the Board to be effective.

DUTIES

The principal is the chief officer responsible for the execution of the academic programs of the school. The principal’s duty of this aspect include: appoint vice-principal and principal assistants, schedule classes, approve teaching plans, monitor teaching quality and progress, organize training activities for teachers, interview and recommend new teachers, and propose renewal of contracts for teaching staff.

The principal also has the responsibility to work with the Board in organizing school events.

The principal is a special board member in the Academic Committee and has the responsibility to work within the Academic Committee to enhance the existing academic program and develop new academic program. At the end of each semester, the principal shall deliver an executive report to the Board.

SECTION  V. 2.  VICE-PRINCIPAL AND PRINCIPAL ASSISTANTS

APPOINTMENT

The principal shall appoint a vice-principal and some principal assistants for each of the principal’s terms. The appointments require approvals by majority of committee heads. In normal situation, an appointment shall be effective at the beginning of the school fiscal year starting in July. An emergency appointment during the school year shall follow the same procedure and be effective immediately.

TERMINATION

The principal may propose a termination of the vice-principal or of a principal assistant’s term in the school year due to exceptional reasons. Such a termination-proposal requires approval by majority of committee heads to be effective.

DUTIES

The vice-principal is the chief officer responsible for student registry and the school office. The duty includes maintaining enrolment database, ordering textbooks, purchasing supplies and conducting routine office tasks.

The principal assistants’ duties are providing assistance to the principal on organizing teachers’ activities and school events, and conducting routine office tasks with the vice-principal.

SECTION  V. 3.  TEACHERS

CONTRACT

The principal interviews and hires teachers. The Academic Committee shall, on behalf of the school, sign a contract with each teacher on a school year basis, stating the effective period of the contract, pay rate, other compensations, tax terms and job requirement.

TERMINATION

The principal may propose a termination of a teacher’s contract due to exceptional reasons. A termination-proposal requires an approval from majority of committee heads.

RESPONSIBILITIES

Teachers shall make a detailed teaching plan for each of his/her classes that meet the requirement of the academic or extra-curriculum program. Teachers shall prepare for lectures, conduct classroom instruction, and provide and grade homework and tests. Teachers shall participate in school organized training and other activities. Each academic class teacher shall hand in a complete set of course materials including the teaching plan, homework, and tests to the principal for evaluation and archiving.

ARTICLE VI.   HONORARY BOARD

The Honorary Board consists of a head and some distinguished previous board members and teachers, and major donors of the school as its members. New members shall be nominated by either the Board Chairman or the Honorary Board head, and approved by the majority of the board.

As stated in the above, the member of the Honorary Board, including the head, is not a regular board member and hence does not have the same right as a regular board member. Nonetheless, any member of the Honorary Board can volunteer to help in the tasks of any of the Committees. A member of the Honorary Board seeking to the Board Chairman candidacy shall first renounce from the Honorary Board and join the regular board. In such situation, the candidate must satisfy the qualification as specified in Section III.5, and at lease served as a regular Board member for one school year. This requirement can be overridden by a simple majority vote of the Board.

The honorary board may not have regular duties but may have special assignments. In case of emergency such as Chairman’s impeachment, the honorary board shall act as moderator and hold the hearing to solve the crisis.

The Honorary Board may provide suggestions to the School Board on various aspects of the school including the policies, the operation, the academic programs, etc.

The Honorary Board, as an advisory entity, does not initiate any motion or action regarding the school’s operation, although it can provide suggestions whenever necessary. In the event such as, but not limited to, debating and voting of school issues, election, financial auditing, Board Chairman search, the Honorary Board, upon invitation by the Board, will function as the monitor, evaluator, and arbitrator, in order to ensure the school’s procedures are followed correctly and dispute are resolved in the best interest of the school. The Honorary Board will never be the initiator of the actions.

ARTICLE VII. INCOME, EXPENSES AND ASSESTS

SECTION  VII. 1.  SCHOOL INCOME AND EXPENSES

School income shall be from tuition, interests, donation and school fundraising activities.    

School expenses shall be the rental for school facilities, operational cost, salaries and bonus, awards, gifts, business travel, school activities, and humanitarian or educational donations.

SECTION  VII. 2.  NET EARNINGS

All annual surpluses shall be saved as school development fund. No part of the net earnings of the school shall inure to the benefit of, or be distributive to, the members of the Board, staffs, or other private persons, unless such distribution is consented to by 75% (Seventy-Five Percent) of the Board.

SECTION  VII. 3.  RESTRICTIONS ON SCHOOL EXPENSES

The school is organized exclusively for educational and charitable purposes. School income should not be used in political campaigns or donations. 

SECTION  VII. 4.  ASSETS

The Board of the School, as representing body of the School, collectively owns the assets of the School. The School assets include all the hardware, intellectual properties and other intangibles.

Names associated with the school, bank accounts, mail boxes, telephone numbers, internet accounts and passwords, email aliases registered for the school are all deemed as school properties. Any pass code shall be controlled by three members: the maintainer of the account, a backup member and the Chairman. No one shall alter such pass code without the approval of all three controllers.

SECTION  VII. 5.  LEGAL ACTION

Legal actions may be taken by the Board collectively against individuals who have caused server damage to the School properties and/or reputations.

ARTICLE VIII. DISSOLUTION

On dissolution of the Dallas Modern Chinese Language School Inc., the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, transfer the assets of the school to an educational organization that is qualified as a charitable organization under Section 501 (C) (3) Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located.

ARTICLE IX. AMENDMENTS

The by-law may be amended by one of the following procedures.

  1. The board Chairman may form a Bylaw amendment working group. The group members consist of designated board members by the Chairman.
  2. Any board members may propose amendment request for specific Bylaw Articles to the board Chairman through email.

Any Bylaw amendment should be approved by 75% (Seventy-Five) majority votes in a duly held meeting of the Board.

Any publications, webpages, etc. authored by the Board directly or indirectly cannot cite the By-Law in such a manner that either added or removed contents will result in misinterpretation of the By-Law.

CODE OF CONDUCT OF THE BOARD

Upon becoming a member of the Board, the member agrees to the following Code of Conduct of the Board.

SECTION A 1.  THE MAJORITY RULES

Members are obliged to follow any resolutions and decisions once made by the Board. Members have the right to voice disagreement during the board meetings and request such opinion be recorded and reviewed afterward. Members shall not pursue his/her own agenda against the board decision.

SECTION A 2.  ORGANIZATIONAL PRINCIPLE

The personnel arrangement and task assignment of a board member is decided by the board Chairman. That of the teachers is decided by the Principal. Other board members should consult with the Chairman and the Principal for suggestions or requests of changes. Board members should not change the arrangement or assignment without the approval of the Chairman or the Principal.

SECTION A 3.  PROHIBITION OF PERSONAL ATTACK

The Board members are encouraged to solve problems and issues with communication, thorough investigation, research, as well as, respects of other members. Members are entitled for presenting individual’s opinion. Members are discouraged for being judgmental or rushing to conclusion without proven evidence, and forcing one’s own will on another. All questions must be toward the issues, instead of persons. DMCLS prohibits personal attach or discrimination for any reason among the board members. Any of such occurrences will be dealt seriously.

SECTION A 4.  INTEGRITY OF THE BOARD

Members shall exercise the discipline for protecting the Board integrity by not leaking out school confidential information to the outside of the school and not dispersing any disagreement into the teachers. Board members shall not spread unverified rumors and personal negative sentiments.

Any action committed by a member of the Board to sabotage the School will be considered a severe violation of the Code of Conduct in the By-Law and will result in immediate disciplinary action by the Board. Such violation actions include, but not limited, to accusing the School staff or Board member without following appropriate procedure, purposely creating crisis situation, and actions that causes difficulty to the school or weakening the Board without any potential benefit to the school.

SECTION A 5.  THE BOARD ACHIVEMENTS AND CREDITS

The DMCLS deems the School’s achievements are the result of collective contribution by all its members. Furthermore, it is the efforts of not only the Board, but also the teachers, parents and students.

Board members shall not claim for credits of such collective efforts or put individual above the Board when dealing with other schools and community entities.

SECTION A 6.  RELATIONSHIP WITH THE COMMUNITY

The DMCLS recognizes and enjoys a healthy relationship with the community. At the meantime, the DMCLS emphasizes that the interests of the School must take priority over the relationship with other entities. The DMCLS shall carefully review community programs and refrain from over commitment of human and financial resources in pursuing the relationship.

Prior to any commitment, a member shall discuss the matter with the Board Chairman and School Principal. Without their approval, a member shall not organize any activities using the school’s name or or resources or for personal interests.

SECTION A 7.  CLASS INSTRUCTION TAKES PRIORITY

Ultimately, DMCLS is a place that the youth come for education. Therefore, class instruction has the priority over all of the other kinds of community activities and non-teaching related arrangements.

SECTION A 8.  THE SCHOOL PROPERTY

All school properties belong to the entity of DMCLS. Individual members shall not take the advantage in work to possess any of the school property or resources, or use it for personal interests. School properties include all of the registered hardware, software and intangibles as listed in ARTICLE VI. ASSESTS.

Members shall not create titles and print business cards without the Board approval.

SECTION A 9.  RULES FOR COMMUNICATON

Members shall use the electronic communication, such as email, for exchanging and broadcasting matters such as meeting agendas, important issues, schedule changes, duty reminders, etc. Email contents shall be as brief and concise as possible in order to save others time and ensure critical items are communicated promptly. Members shall not use the email as a forum for lengthy discussion and redundant writings.

DMCLS suggests members use freely available email providers instead of email from their employment in order prevent any dispute.

SECTION A 10.  FULFILLMENT OF MEMBER  OBLIGATION

Members shall fulfill the obligations which include participation of board meetings, duty assignment, and tasks within corresponding committees.

On assigned duty days, members shall arrive at the school on time and stay till the end of all classes. In case of inevitable absence, the Operation Committee’s head must be informed and given enough time to make compensating arrangement.

3 (Three) consecutive absences from board meetings or duties without sound causes will be considered as the member’s incapability of fulfilling the duties and voluntary resignation from the Board.

Any repeated (three time) violation of the By-Law, and, specifically, the Code of Conduct, will result in being expelled. Before such action can be taken, the Chairman must document all evidences and explain to the entire Board. The action of expelling a member must be approved by a 75% vote of the Board.

ANNEX A.  BOARD CHAIRMAN ELECTION PROCEDURE

The election of the board chairman shall be held every two years. It shall be held one month before the end of the last semester of the school year. The one-month of time after the election shall be used for handing over the administration tasks from the incumbent chairman to the newly elected chairman.

SECTION B. 1.  THE ELECTION ANNOUNCEMENT

The current chairman shall make announcement of the election at least three weeks before the election. Contents of the announcement shall include such information as the date, time, meeting location, candidate invitation, and an election monitoring team.

Any current board member that meets the qualification in SECTION III.5 CHAIRMAN AND VICE CHAIRMAN, QUALIFICATION, can be the candidate. The candidate can be self-nominated and seconded by another board member or nominated by two board members. A resume of the candidate shall be submitted to the Chairman one week before the election. The Chairman shall publish the candidate list one week before the election and make the candidate resumes available for the whole board at the same time. New nominations will not be accepted within the last week prior to the election or during the election.

SECTION B. 2.  THE ELECTION TEAM

The Election Monitoring Team (referred as the “Election Team” thereafter) is chartered by the current Chairman to ensure the election will be conducted in accordance to this Bylaw. The Election Team shall be formed by current members of the Board and at least two members from the Honorary Committee. The team shall consist of no more than 4 members of the current Board. Individuals outside the Board with renowned reputation of community service can be invited as observers of the election.

The Election Team shall conduct the election after a short introduction by the current Chairman. The election team shall allocate time for candidate speech, issue the ballots, count vote and resolve any issues during the election. The Election Team will remain functional until the end of the semester in order to handle issues after the election. The team will dissolve automatically when new semester starts.

SECTION B. 3.  THE ELECTION VOTE

Each candidate shall be allowed 10 to 15 minutes to present his/her proposal or plans for school development and operation. The Chairman shall be officially elected by majority votes at the meeting. Any ballots from absentboard member shall be counted as Absentee vote. If no candidate gets more than half vote, a run off vote between the top two candidates shall be held within a week.

SECTION B. 4.  THE OUTCOME OF ELECTION

Any motion against the election result must be made in writing together with evidence to the Election Team within two weeks after the election. Upon receiving such motion, the Election Team must act timely to reach decision and call for board meeting if necessary. No motions shall be accepted without credible evidence that suggests any violation of the election procedure. No motions shall be accepted after the two-week time limit (the Statue of Limitation).

The Election Team shall formally announce and document the election result and sign the documenting record.

EXHIBIT.   HISTORY OF REVISION AND EFFECTIVE DATE

EXHIBIT A.  THE APPROVAL OF THE ORIGINAL VERSION

The original version of this Bylaw is voted with approval on October 24, 1999. The members of the School Board were:

Chen, Rui

Hu, Jie

Lin, Xinsi

Liu, Jijie

Liu, Yuan

Ren, Jun

Shen, Shishan

Tian, Jimin

Wang, Jue

Wang, Sue

Xin, Ning

Xu, Shan

Yang Hua

Yang Yiping

Yi, Wen

Zhang, Bing

Zhi, Gang

Zhu, Jirong

EXHIBIT B.  THE APPROVAL OF THE SECOND VERSION

The second version of this Bylaw is voted with approval on August 24, 2002. The members of the School Board were:

An, Yali

Bai, Yun

Chen, Rui

Chen, Xingfen

Dong, Hui

Gong, Wenjian

Ho, Kenneth

Jing, Yajun

Lin, Xinsi

Nie, Liangcai

Ren, Jun

Ruan, Ju-ai

Shan, Longgang

Tian, Jimin

Wang, Jue

Wang, Ziqin

Xu, Shan

Xu, Xueping

Yang, Yiping

Yi, Wen

Wu, Minning

Zhi, Gang

Zhu, Jirong

EXHIBIT C.  THE APPROVAL OF THE THIRD VERSION FORTH REVISION

The third version of this Bylaw is voted with approval on April 19, 2005. The members of the School Board were:

….

EXHIBIT D.   THE APPROVAL OF THE THIRD VERSION SIXTH REVISION

This Bylaw Version 3 Revision 6 was voted with approval by May 11, 2015 by the Board. The Board has the following members:

Tianshu Wu

Rui Xu

Qihua Sun

Tong Zhang

Ximing Zhang

Xiang Luo

Xinxin Sun

Jianbai Wang

Huan Yang

Lisa Zhang

Shanwan Yan

Changde Yan