Bylaws

The name of this organization shall be the Northwest Chinese School referred to herein as "NWCS". NWCS shall be affiliated with the Chinese Schools Association in the United States (CSAUS) as a member school.

NWCS shall be a non-profit, non-political, and non-religious organization with its purposes to provide a facility to teach Chinese language and culture to its students.

ARTICLE III- ORGANIZATION STRUCTURE

Section 1. Members of NWCS elect the Board of Directors during the Annual General Membership Meeting (AGMM). The Board of Directors appoints the School Principal. The Principal appoints all teaching and administrative staff for the school.

Section 2. The Principal is in charge of the school's administrative and teaching operations. The Board of Directors shall set the long range goals, directions, and policies of NWCS; and ensure that the school is developing within the guidelines stated in Article II.

Section 1. NWCS membership shall consist of regular members and honorary members. A regular member is each household of NWCS student or students whose dues, fees and assessment are paid. The principal, other administrative staffs, and teaching staffs whose children are not students of NWCS are regular members also. A permanent honorary membership may be granted by the Board of Directors to any person, who is not a regular member, but has made significant contribution to this organization or whose membership shall benefit NWCS significantly. Board Directors whose children have graduated from school shall still be regular members until they leave their positions in the Board of Directors.

Section 2. Membership shall be accepted without regard for age, color, creed, sex, or national origin.

Section 3. Membership in NWCS is automatic for all qualified individuals as defined in ARTICLE IV, section 1. However, one may refuse membership in NWCS by presenting a written notice to the Board of Directors. Such refusal will not affect the student's status or dues, fees, and assessments payable.

Section 4. All regular members are eligible to vote and be voted.

Section 5. No NWCS member may represent, make commitments or otherwise act as an agent for NWCS without the express consent of the Board of Directors.

Section 1. The cooperative power, the control of the business, and properties of NWCS shall be vested by a Board of Directors as described by these by-laws.

Section 2. The Board of Directors shall consist of nine (9) regular directors and two (2) special directors. The special directors shall be the school Principal and the Chair of NWCS's Parent & Teacher Association (PTA). The regular directors shall be elected during the AGMM. All elected directors shall take office immediately after the official election result is known at the AGMM. Only regular directors have voting power at Board meetings.

Section 3. Each regular director position shall have a term of two (2) years with four (4) positions elected one year and five (5) the next. Each regular director can serve no more than two terms consecutively. A two/third majority vote by the regular Directors is required to remove the Chair from the Chair position before the end of his/her Chair term. Any director can be impeached by a three/fourth majority vote by the regular Directors or a two/third majority vote by NWCS members during general membership meeting.

Section 4. In the event of a vacancy is created on the Board of Directors, the vacancy shall be filled for the remainder of the un-expired term by a NWCS regular member selected by a two/third majority of the remaining regular Board Directors. This vacancy shall be filled within sixty (60) days of notice of vacancy.

Section 5. A board meeting shall be called by the Chair when requested by two or more directors. A quorum for transaction of Board business shall consist of at least six (6) regular directors. All motions shall be endorsed by at least one Board director, and shall require at least five (5) votes for passing unless specified otherwise in these bylaws.

Section 6. The regular Board directors shall appoint the school Principal by two/third majority of regular directors. He/she shall not be present when the Board considers or votes on any matter pertaining to him/her.

Section 7. NWCS's PTA is a voluntary organization. Its chair shall be elected by the NWCS's PTA Members.

Section 8. Within 15 days after the AGMM, the Board of Directors shall appoint among the regular directors its officers, i.e. Chair, Vice-Chair, Secretary, and Treasurer. Each of these officers shall have a term of one (1) year. The duties of the officers are defined as follows:

a. Chair-- The Chair shall preside over NWCS board meetings and general membership meetings

b.Vice-chair-- The Vice-chair, in the absence of the Chair, shall preside over NWCS board meetings and general membership meetings. The Vice-chair shall also perform such other duties as may be assigned by the Board of Directors. In the event the Chair resigns during his/her term, the Vice-chair shall act as Chair until the Board appoints a new Chair.

c.Secretary -- The Secretary shall prepare and maintain minutes for all NWCS board meetings. Minutes shall be presented to the next board meeting for approval. Official minutes shall be available to NWCS members upon written request. Under the guidelines of the Chair, the secretary shall provide an Annual Report of the Board of Directors for discussion by the Board before presenting it to AGMM.

d.Treasurer -- The Treasurer shall audit the financial affairs of NWCS in accordance with ARTICLE IX of these by-laws and with the approval of the Board of Directors.

Section 9. Regular Board directors shall not receive salaries for their volunteer services in NWCS. If a regular director accepts a paid position in NWCS, he/she shall resign from the board director position immediately. Under special circumstances deemed necessary by the Board of Directors, a Board director can accept a short term paid position in NWCS while maintaining his/her directorship.

Section 1. An effective and efficient administrative staff and a professional teaching staff shall be maintained by NWCS.

Section 2. The Principal shall be appointed within 60 days after the AGMM. The position shall have a term of two (2) years. The term starts on August 15^th, and expires on August 14^thtwo years later. A three/fourth majority votes by the regular Directors is required to remove the Principal before end of his/her regular term.

Section 3. The Principal can terminate any teaching and administrative staff when he/she deems necessary. The Board of Directors should be notified by the Principal with explanation for termination within 10 days before the change of the staff's employment status.

Section 4. The Board of Directors shall set the compensation for the Principal. The Principal shall set the compensation for the teaching and administrative staff within the range determined by the Board of Directors. Principal may suggest special compensation to outstanding staffs with special approval by the Board of Directors.

Section 5. The School Principal shall present an Annual Report and Plan for discussion by the Board before presenting it to the AGMM

All income of NWSC from whatever source shall be intended solely to finance the operation of NWCS. Upon dissolution of NWCS, any funds or property which may remain after all obligations are satisfied shall be assigned to CSAUS for use to promote Chinese language and culture

Section 1. The Principal shall present a balanced NWCS quarter budget at least one week before beginning of class quarter for the Board of Directors approval. He/she shall present a NWCS quarter financial statement within six weeks after the end of class quarter.

Section 2. The Principal shall conduct the NWCS's financial affairs within the limits of the approved quarter budget.

Section 3. All expenditures will be paid by check and signed by the Chair or the school Principal.

The rules contained in Robert's Rules of Order shall govern the association in all cases to which they are applicable, and in which they are not inconsistent with these by-laws or special rules of order of the NWCS.

Section 1. The Board of Directors shall call AGMM in the first Saturday of May. The purpose of this meeting is to elect new board directors for the coming year, and any other businesses relate to the school.

Section 2. Special general membership meetings for any purpose or purposes shall be called by the Chair at the request of a majority of the Board of Directors, or at the request in writing of no less than fifteen (15) members.

Section 3. Notice and agenda for the general membership meeting(s) shall be provided by first class mail to the NWCS membership at least ten (10) days, but not more than fifty (50) days, prior to the date of said meetings.

Section 4. A quorum for the general membership meeting shall consist of at least half of full membership.

Section 1. Each NWCS membership as defined in Article IV, Section 1 shall be entitled to one vote.

Section 2. There shall be no voting by proxy. But if a quorum required by these by-laws cannot be obtained for a period which include at least two consecutive annual meetings, the Board of Directors shall have power to authorize voting by mail or proxy.

Section 3. A Committee on Nominations and Elections (CNE) shall be appointed by the Board of Directors at least 45 days before AGMM. CNE shall be formed by non-candidate board members, PTA members, and regular non-candidate members. This committee shall prepare the list of candidates for the open directors' positions. Each candidate shall be nominated by at least five regular members. Write-in candidates shall be allowed in the ballot.

Section 4. The election shall be conducted by using secret ballots and under the supervision of CNE. All ballots must be returned during the general membership meeting. CNE shall count the ballots immediately and report the results to the meeting.

Section 5. The nominees for the open director positions receiving the highest number of votes shall be declared elected.

Any amendment, alteration, and repeal of these by-laws may be approved by a three/fourth majority vote of the regular Directors. However, a notice of such amendments, alterations, or repeal shall be available to every member upon written request.

The NWCS shall be dissolved by a two/third majority vote of the full general membership.

Each director of the NWCS shall be indemnified by the NWCS against any and all claims and liabilities to which he or she has become subject by reason of serving or having served as director, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such director; and the NWCS shall to the extent of funds available reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided however, that no such person shall be indemnified against, or be reimbursed for any expense incurred with, any claim or liability arising out of his or her own willful misconduct or gross negligence.

The right to indemnification herein above provided for shall not be exclusive of any rights to which any director of the association may otherwise be entitled by law.

These by-laws have been ratified by a 6:0 vote by the NWCS Board of Directors on the third day of September, 1998

Stanley Y. Xu, Acting Chair; Jing-ping Chen, Secretary

Each regular director position shall have a term of three (3) years with three (3) positions elected each year.

NWCS shall be a non-profit, non-political, and non-religious organization with its purposes to serve the community with variety of courses, with teaching Chinese language and culture as its main purpose.

A two/third majority votes by the regular Directors is required to remove the Principal before end of his/her regular term.