Bylaws of the Ann Arbor Chinese Center of Michigan
(Approved by Parent General Assembly, December 11, 1998)
(Amendment 1 approved by Parent General Assembly, October 27, 2000)
(Amendments 2 and 3 approved by the Board of Directors, Dec. 1, 2000, as requested by IRS for the wording in the non-discrimination clause and dissolution clause)
(Amendment 4 approved by Parent General Assembly, Feb. 5, 2011)
Section 1. Name, Domicile, Identity
1.1 Name: The name of this organization shall be the Ann Arbor Chinese School of Michigan (hereafter referred to as “School”).
1.2 Domicile: The School shall be in the Ann Arbor area of the State of Michigan, but it is not limited to this area as determined by the Board of Directors.
1.3 Identity: The School shall be a non-profit, parent-sponsored, education-oriented organization with funds derived from tuition, contribution, and grants.
Section 2. Purpose
2.1 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, the Michigan Nonprofit Corporation Act (MCL 450.2101 et. seq.), and the provisions of the General Corporation Act applied to educational corporations (MCL 450.171-450.177). The School’s purpose includes, but is not limited to:
(a) Studying the Chinese language.
(b) Promoting the understanding of Chinese culture.
(c) Providing a network of support among individuals or organizations having a common interest in the Chinese cultural heritage.
2.2 The School shall not be involved in any domestic or foreign party politics, and shall not be used for the purpose of endorsing candidates for public offices. The School shall not discriminate in anyway on the basis of race, gender, and national origins with respect to admission, student privileges, scholarships, and the selection of the Board of Directors, the Management Team, and the Faculty.
Section 3. Ordinary and Honorary Membership
3.1 Ordinary members
Families of the School’s students who pay the membership dues and fees, and adhere to these Bylaws are considered ordinary members. One membership consists of one family, which includes the student(s) and parent(s) or legal guardian(s) or legal custodian(s).
3.2 Honorary members
The Board of Directors may confer honorary membership upon any individual or organization who has made significant contributions to the School. The Board of Directors determines the criteria for those receiving an honorary membership.
3.3 Terms
3.3.1 The Ordinary Membership is activated upon the payment of dues and fees.
3.3.2 The Honorary Membership is determined annually.
3.4 Membership due and fees
The membership due and fees, consisting of student tuition and other fees, are proposed by the Management Team and approved by the Board of Directors.
3.5 Responsibility
Members should adhere to the School Bylaws, policies, rules and guidelines as defined by the Board of Directors.
3.6 No memberships are transferable.
3.7 Termination and Suspension
All memberships must terminate upon death or resignation. The Board of Directors determines the Guidelines for Membership including, but not limited to termination and suspension.
Section 4. Organizational structures
4.0 The School organizational structures consist of a General Assembly, a Board of Directors, a Management Team, and Faculty.
4.1 The General Assembly
4.1.1 Membership: Consists of all the Ordinary Members.
4.1.2 Duties:
To elect the Directors (as defined in section 4.2.1), to recall the Directors (as defined in section 4.2.8), to amend the Bylaws (as defined in section 8), and to petition resolutions (as defined in section 4.1.5).
4.1.3 Voting:
One vote per member.
The vote is monitored by the Board of Directors.
The requirements to pass a vote is defined separately in the individual sections: section 4.2.1 for the election of the Directors, section 4.2.8 to recall the Directors, section 9 for amending the Bylaws , and section 4.1.5 for resolution petition.
Voting should be conducted by written ballots. The ballots are distributed to each Ordinary Member either in person or by mail to the address of the ordinary members listed in the student registration form. The ballots can be cast either in person or by mail to the School official mailing address within 10 days from the date of the mailing.
The Board of Directors should release the results of the votes within 14 days from the date of the mailing.
4.1.4 Meeting schedule:
A Regular meeting is held once a year.
The Regular meeting is organized, called, and monitored by the Board of Directors.
Other special meetings can be called by the Board of Directors.
4.1.5 Resolutions:
Resolutions are not part of the Bylaws and are generally for a specific issue during a specific period of time.
To make a resolution regardless of Board of Directors’ decision or vote, thirty percent of the current and lawful Ordinary Members must propose in writing their resolution to the Board of Directors. The Board of Directors shall call for a vote among General Assembly within 30 days from the date of petition.
The endorsement by more than 50% of the votes cast is required to pass a resolution.
4.2 The Board of Directors (This section is replaced by amendment 4)
4.2.1 Membership:
4.2.1.1 The Board consists of eight members. One Director is reserved for the Management Team member, which is elected or chosen by the Management Team under its own policy. No more than one Director should be a Management Team member. One Director is reserved for the Faculty and is elected by the teachers under its own policy. No more than one Director should be from the Faculty. The remaining six – at-large Directors are elected by the General Assembly.
4.2.1.2 The Directors need not be Ordinary Members. However, at any given time, no more than two Directors among the eight Directors should be non-Ordinary-Members.
4.2.1.3 Candidates and election:
Self-nominating members.
Either member or non-member, nominated by 3 ordinary members and concurred in by the nominee.
The Board of Directors should nominate candidates, concurred in by the nominees, if not enough candidates to fulfill the vacancies.
One ballot contain at least up to the number of vacancies.
The three highest vote-getters become new Directors for the next two years.
If the current Management Team member or a teacher is elected as an at-large Director, h/she is excluded in taking Directorship unless h/she resigns from the Management Team or the teacher position after being elected. If h/she decides not to take the Directorship, the next highest runner-up will become the Director.
The Board may elect a Chairperson to coordinate and run the Board meetings, to call, organize and monitor General Assembly meetings, and to communicate among Directors and between the Board and the Management Team and the Faculty.
4.2.2 Responsibilities:
The Operation of the School:
To define the authorities and responsibilities of the Management Team.
To approve the School’s Operational Plan submitted by the Management Team.
To determine and execute the Guidelines for Membership Termination and suspension.
To approve School Policies and Rules, in either English or Chinese, which are proposed by the Management Team.
To appoint committees to deal with any specific issues in a specified period of time.
School personnel
To determine the compensation of the Principal.
To appoint the Principal.
To terminate the Principal, if necessary.
To approve the Management Team members nominated by the Principal.
To approve the compensation of the Management Team members, proposed by the Management Team.
To approve the termination proposal of any Management Team member.
To approve the teacher hiring guidelines proposed by the Management Team.
School Budget:
To approve the budget submitted by the Management Team before the Fiscal year begins. The Board may delete proposed budget item(s) but shall not add any new items. It shall work out any dispute in the proposed budget with the Management Team before the Fiscal year begins.
To establish the rules and guidelines for disbursements of debts incurred by the School as outlined in the Section 5.4.
To monitor the budget and the financial status of the School.
To approve the dues and fees for Members which are proposed by the Management Team, as defined in Section 5.2.
4.2.3 Authority:
The Board represents the General Assembly during the school year in order to execute the authority defined in Sec. 4.2.2
4.2.4 Terms:
4.2.4.1 At-large Directors
At-large Directors have a two-year term.
From March 1st to the end of February. The terms of three members are staggered with the other three. Three of the at-large Directors are up for election every year.
There is no term limit of how many times a Member can be re-elected to the Board of Directors, as long as all the candidacy requirements are met.
Vacancies: Upon the approval of the majority of the remaining Directors, the Board may hold a special General Assembly election to fill the vacancy(ies) for the remaining period of time of their terms.
4.2.4.2 The Management Team and the Faculty Directors
These Directors are elected for one year.
There is no term limit of how many times a Management Team member or a Faculty member can represent their groups.
Vacancies: If a representative Directorship represented the Management Team or the Faculty is vacated, it is the responsibility of Management Team and Faculty to elect a representative Director, within 15 days of when the vacancy was created.
4.2.5 Meeting schedule:
The Board meets once a month (not including emergency meetings).
The meetings shall include the Principal, and other members of the Management Team if necessary, and are open to any member of the General Assembly.
The minutes of Board of Directors meetings should be recorded and made available to the General Assembly.
An Ordinary Member may request to speak during the Board meeting. The request should be submitted in writing and submitted to the Chairperson of the Board at least two days before the meeting. The Board can decide the time allocated for such a request during the meeting.
4.2.6 Compensation: The Board of Directors are not compensated for the time served on the Board . Other business-related expenses should be budgeted in the Management Team’s proposed budget.
4.2.7 Voting:
At least five votes among Board of Directors are required to pass any motion regardless of the numbers of absentees.
Upon the agreement of the majority of Directors present during voting, absentees are given a chance to vote on particular issues within the time frame agreed upon.
4.2.8 Termination:
4.2.8.1 The Directors are free to resign at any time.
4.2.8.2 The Directors lose their directorship automatically if their membership is ended or suspended and there are already two non-member Directors or if one becomes a member of the Management Team or a teacher, and if they have already been a representative Director from Management Team or Faculty.
4.2.8.3 The Directors lose their directorship automatically if absent from the regular Board of Directors meetings three times in a role without prior written permission from the Board and approved by the majority of the Board.
4.2.8.4 The Directors can be recalled by the General Assembly. A written request with cause, signed by at least 10% of the present Ordinary Members, can be submitted to the Board of Directors to request a recall of a specific Director. The Board shall hold a special General Assembly vote within 30 days from the date of the submission to vote for the recall petition. The recall is passed by the endorsement of more than 50% of the votes cast.
4.3 Management Team:
4.3.1 Membership:
The School Principal is appointed by the Board of Directors.
Then the Principal nominates his/her Management Team members which shall be approve by the Board of Directors.
One member of the Management Team shall be elected by the Management Team, according to its own rules/policies, to be the Director, according to Section 4.2.1.1.
The Principal is the leader of the Management Team.
The Principal should appoint one of the Management Team members as the Deputy who represents the Principal when h/she is absent.
The Management Team members, including the Principal, are not automatically members of the General Assembly.
4.3.2 Responsibilities are defined by the Board of Directors.
4.3.3 The Management Team should prepare an Operational Plan, including a proposed budget, according to the authority and responsibilities given by the Board of Directors, and submit it to the Board of Directors for approval.
4.3.4 Compensation: Members may be adequately compensated, proposed by the Management Team, with the exception of the Principal’s which is determined by the Board, and approved by the Board of Directors.
4.3.5 Terms: Determined by the Board of Directors.
4.3.6 Termination:
Any Management Team member is free to resign.
If necessary, a replacement shall be nominated by the Principal and approved by the Board.
4.4 Faculty
4.4.1 Formation
Faculty consists of teachers in both language and cultural classes.
Teachers are hired by the Management Team in annual basis, according to the Teacher Hiring Guidelines.
The Faculty should elect a representative to serve on the Board of Directors, according to Section 4.2.1.1. The method of election is decided by the Faculty.
This Faculty/Director is the Leader of the Faculty, and is responsible for the coordination among the teachers, between Faculty and the Management Team.
The teachers do not have to be members of the General Assembly.
4.4.2 Functions
Teaching students.
Evaluating and assessing student progress.
Participating in cultural and community activities organized by the Management Team.
Other functions and responsibilities defined by the Board of Directors.
4.4.3 Terms: determined in the Teacher Hiring Guidelines.
4.4.4 Compensation
The teachers shall be adequately compensated. Their salary is recommended by the Management Team and approved by the Board of Directors.
Teacher compensation can be subject to annual adjustment.
4.4.5 The voting rule within the Faculty is decided by the teachers.
4.4.6 Resignation and Termination: teacher resignation and termination shall be defined in the Teacher Hiring Guidelines.
Section 5. Financial terms.
5.1 The fiscal year of the School is determined by the Board of Directors.
5.2 Dues and fees:
The dues, fee structure and annual administrative budget of the School shall be proposed by the Management Team and approved by the Board of Directors.
5.3 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 other special purposes, in addition to the regular dues and fees. The Board may accept on behalf of the School any contribution, gift, or bequest for the purposes for which the School has been established.
5.4 Disbursements:
5.4.1 The School shall have two bank accounts. The Board holds the account with all the School funds. Before the beginning of the semester, the Board shall issue a check, with the amount of approved budget for next semester plus no more than 10%, to the bank account of the Management Team.
5.4.2 The Management Team is then responsible for the disbursement of School funds including payment of teachers and Management Team, according to the approved budget proposal.
5.4.3 The Management Team can submit a new budget proposal to the Board as needed. The Board can transfer the approved budget to the Management Team as defined in section 5.4.1.
5.5 Financial Records:
The Management Team shall maintain all financial records for the School. All such records of the School may be inspected by the Board for any proper purpose at any reasonable time.
5.6 Financial Statements and Tax Filing:
5.6.1 The annual financial statements of the School shall be make available upon request of the Ordinary Members.
5.6.2 The Management Team shall conduct regular and required State and Federal tax filings based on the annual financial statements.
Section 6. Indemnification
6.1 Each person who is or was a director, a member of the management team, a teacher or a member of the committee of the School and each person who serves or has served at the request of the School as a director, officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the School to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the School or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the School unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
6.2 The School may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence. The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.
6.3 If there are any changes in the Michigan statutory provisions applicable to the School and relating to the subject matter of this Bylaws, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the School to provide broader indemnification rights than such provisions permitted the School to provide before any such change.
Section 7. Dissolution
If the closing of the school shall ever happen within the school’s control or other circumstances, no part of the remaining properties or proceeds will be distributed to school members. The remaining properties after debts and obligations are taken care of, will be distributed to organizations of charity, religion, education or science. The distribution of the left over properties will be decided by the Board of Directors on basic of a majority vote and the properties will be tax exempted at that period of timed under section 501 (c)(3) of the Internal Revenue Code. Any properties not distributed will be disposed by the Circuit Court of the County and the school’s principal office and organizations for these purposes determined court, will be contacted.
Section 8. Amendments
The amendment of bylaws should it be requested by 30% or more of the Ordinary Members. The Board of Directors shall formalize the language of the ballot and timely call for a special General Assembly meeting. The amendment will pass with the endorsement of more than 50% of the total Ordinary Members. The Bylaws shall be amended no more than once every semester and the changes shall be explained and made known to the General Assembly. Bylaws are considered to stand-alone so other sections will not influence or be influenced by the Bylaws.
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Amendment 1: (Passed October 27, 2000)
Ann Arbor Chinese School of Michigan hereby amends its By-Law Section 1, 1.1:
Name: The name of this organization shall be the Ann Arbor Chinese Center of Michigan (hereafter referred to as “Center”).
Amendment 2:
(Substitute Section 2)
Section 2. Purpose and Nondiscriminatory Policy
2.1 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, the Michigan Nonprofit Corporation Act (MCL 450.2101 et. seq.), and the provisions of the General Corporation Act applied to educational corporations (MCL 450.171-450.177). The School’s purpose includes, but is not limited to:
(a) Studying the Chinese language.
(b) Promoting the understanding of Chinese culture.
(c) Providing a network of support among individuals or organizations having a common interest in the Chinese cultural heritage.
2.2 The School shall not be involved in any domestic or foreign party politics, and shall not be used for the purpose of endorsing candidates for public offices.
2.3 Nondiscriminatory Policy
2.3.1 Admission: The School admits students of any race, color, and national or ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to its students and does not discriminate on the basis of race in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other school administered programs.
2.3.2 Administration: The School shall not discriminate in anyway on the basis of race, color, and national or ethnic origin in the selection of the Board of Directors, the Management Team, and the Faculty.
Amendment 3:
(Substitute Section 7)
Section 7: Dissolution
If the closing of the school shall ever happen within the school’s control or other circumstances, no part of the remaining properties or proceeds will be distributed to any school members or ay private corporation. The remaining assets after debts and obligations are taken care of, will be distributed to appropriate non-profit organizations which registered under Section 501 (c)(3) of the Internal Revenue Code, by the majority vote of the Board of Directors.
Amendment 4:
(Substitute Section 4.2)
4.2 The Board of Directors (This section is replaced by amendment 4)
4.2.1 Membership:
4.2.1.1 The Board consists of six members. One Director is reserved for the Management Team member, which is elected or chosen by the Management Team under its own policy. No more than one Director should be a Management Team member. One Director is reserved for the Faculty and is elected by the teachers under its own policy. No more than one Director should be from the Faculty. The remaining four – at-large Directors are elected by the General Assembly.
4.2.1.2 The Directors need not be Ordinary Members. However, at any given time, no more than two Directors among the six Directors should be non-Ordinary-Members.
4.2.1.3 Candidates and election:
Self-nominating members.
Either member or non-member, nominated by two ordinary members and concurred in by the nominee.
The Board of Directors should nominate candidates, concurred in by the nominees, if not enough candidates to fulfill the vacancies.
One ballot contain at least up to the number of vacancies.
The two highest vote-getters become new Directors for the next two years.
If the current Management Team member or a teacher is elected as an at-large Director, h/she is excluded in taking Directorship unless h/she resigns from the Management Team or the teacher position after being elected. If h/she decides not to take the Directorship, the next highest runner-up will become the Director.
The Board may elect a Chairperson to coordinate and run the Board meetings, to call, organize and monitor General Assembly meetings, and to communicate among Directors and between the Board and the Management Team and the Faculty.
4.2.2 Responsibilities:
The Operation of the School:
To define the authorities and responsibilities of the Management Team.
To approve the School’s Operational Plan submitted by the Management Team.
To determine and execute the Guidelines for Membership Termination and suspension.
To approve School Policies and Rules, in either English or Chinese, which are proposed by the Management Team.
To appoint committees to deal with any specific issues in a specified period of time.
School personnel
To determine the compensation of the Principal.
To appoint the Principal.
To terminate the Principal, if necessary.
To approve the Management Team members nominated by the Principal.
To approve the compensation of the Management Team members, proposed by the Management Team.
To approve the termination proposal of any Management Team member.
To approve the teacher hiring guidelines proposed by the Management Team.
School Budget:
To approve the budget submitted by the Management Team before the Fiscal year begins. The Board may delete proposed budget item(s) but shall not add any new items. It shall work out any dispute in the proposed budget with the Management Team before the Fiscal year begins.
To establish the rules and guidelines for disbursements of debts incurred by the School as outlined in the Section 5.4.
To monitor the budget and the financial status of the School.
To approve the dues and fees for Members which are proposed by the Management Team, as defined in Section 5.2.
4.2.3 Authority:
The Board represents the General Assembly during the school year in order to execute the authority defined in Sec. 4.2.2
4.2.4 Terms:
4.2.4.1 At-large Directors
At-large Directors have a two-year term.
From March 1st to the end of February. The terms of two members are staggered with the other two. Two of the at-large Directors are up for election every year.
There is no term limit of how many times a Member can be re-elected to the Board of Directors, as long as all the candidacy requirements are met.
Vacancies: Upon the approval of the majority of the remaining Directors, the Board may hold a special General Assembly election to fill the vacancy(ies) for the remaining period of time of their terms.
4.2.4.3 The Management Team and the Faculty Directors
These Directors are elected for one year.
There is no term limit of how many times a Management Team member or a Faculty member can represent their groups.
Vacancies: If a representative Directorship represented the Management Team or the Faculty is vacated, it is the responsibility of Management Team and Faculty to elect a representative Director, within 15 days of when the vacancy was created.
4.2.5 Meeting schedule:
The Board meets once a month (not including emergency meetings).
The meetings shall include the Principal, and other members of the Management Team if necessary, and are open to any member of the General Assembly.
The minutes of Board of Directors meetings should be recorded and made available to the General Assembly.
An Ordinary Member may request to speak during the Board meeting. The request should be submitted in writing and submitted to the Chairperson of the Board at least two days before the meeting. The Board can decide the time allocated for such a request during the meeting.
4.2.6 Compensation: The Board of Directors are not compensated for the time served on the Board . Other business-related expenses should be budgeted in the Management Team’s proposed budget.
4.2.7 Voting:
At least four votes among Board of Directors are required to pass any motion regardless of the numbers of absentees.
Upon the agreement of the majority of Directors present during voting, absentees are given a chance to vote on particular issues within the time frame agreed upon.
4.2.8 Termination:
4.2.8.5 The Directors are free to resign at any time.
4.2.8.6 The Directors lose their directorship automatically if their membership is ended or suspended and there are already two non-member Directors or if one becomes a member of the Management Team or a teacher, and if they have already been a representative Director from Management Team or Faculty.
4.2.8.7 The Directors lose their directorship automatically if absent from the regular Board of Directors meetings three times in a role without prior written permission from the Board and approved by the majority of the Board.
4.2.8.8 The Directors can be recalled by the General Assembly. A written request with cause, signed by at least 10% of the present Ordinary Members, can be submitted to the Board of Directors to request a recall of a specific Director. The Board shall hold a special General Assembly vote within 30 days from the date of the submission to vote for the recall petition. The recall is passed by the endorsement of more than 50% of the votes cast.