By-Laws of Modern Chinese School of Kalamazoo

Article I. Name, Status and Purpose

§1.1 The organization shall be known as Modern Chinese School of Kalamazoo (abbreviated as “MCSK), and shall conduct business under such names.

§1.2 MCSK is a nonprofit organization within the meaning of Section 501(C)(3) of the Internal Revenue Code.

§1.3 The purpose of MCSK is to offer Chinese language and cultural classes to the Greater Kalamazoo community. Classes are designed for both children and adults who desire to learn Chinese and Chinese culture. MCKS provides these classes at least once per week during the regular school year.

Article II. Organizational Structure

§2.1 MCSK shall be located in the Greater Kalamazoo area, including Kalamazoo city and Portage city.

§2.2 Every person who has an interest to take classes offered by MCSK may enroll in MCSK and has privileges to use the facilities upon payment of tuitions or fees. MCSK shall be open to the greater Kalamazoo community regardless of race, ethnicity, religion, sex, national origin, disability status and sexual orientation.

§2.3 MCSK is governed by a board of directors (herein “Board.)” The Board comprises at least three individual directors. The directors are: a chairperson, a treasurer, and a secretary. The Board may further comprise additional officers as needed. The Board appoints a Principle, who administrates the school.

§2.4 The School has no voting members. Any action which would otherwise by law require the approval by a majority or all of members shall require only approval of the Board.

§2.5 The Board of Directors serves a two-year term. The Board of Directors may serve two consecutive terms for a total of 4 years.

§2.6 The Principal serves a two-year term. By the appointment of the Board, the Principal may serve four consecutive terms for a total of 8 years.

§2.7 The Board shall hold at least two annual meetings each year to conduct business of MCSK and to fill the vacancies.

§2.8 A majority of the Board constitutes a quorum for the transaction of business at a Board meeting.

§2.9 The Chairperson, the Principle, or the majority of the Board may call special meetings.

Article III. Authorities and Duties of the Board, Directors and the Principal

§3.1 The Board establishes overall policy and direction of MCSK. The Board ensures that the purpose of MCSK is maintained. The Board has the authority to appoint or remove a principal; to determine the location of MCSK, to establish tuition, fees, and compensation for services rendered; and to approve other organizational expenses such as rentals for the organization premise.

§3.2 The Chairperson monitors MCSK’s overall operation, calls the Board meetings, ensures that members of MCSK are aware of the Board-decisions. The Chairperson organizes fund-raising efforts.

§3.3 The Treasurer has the primary responsibility for the financial affairs of MCSK. The treasurer shall have custody of all funds of MCSK. The Treasurer receives and collects moneys due and payable to MCSK and deposits all such moneys in the name of MCSK. The Treasurer shall keep a complete record and account of all receipts and expenditures and shall present a financial report at the Board meetings.

§3.4 The Secretary prepares the Board meeting agendas; records all board meetings and actions, maintains the meeting minutes and records, and coordinates other activities as requested by the Board.

§3.5 The Principal conducts routine operations, designs curriculum with teachers, selects and hires qualified teachers and other administrative staff, communicates with general public. The Principal may propose special programs for the Board approval. The Principal shall report school activities to the Board on a regular basis and at the annual board meeting. In the event the Principal wishes to resign the position, a written statement shall be delivered to the Board two-months in advance.

Article IV. Finance

§4.1 MCSK operates primarily from Funds provided by tuition.

§4.2 MCSK shall maintain all financial records.

§4.3 Financial reports shall be made available for inspection upon request by any member of MCSK with reasonable notice for a reasonable time.

Article V. Indemnification, Amendments and Dissolution

§5.1 To the fullest extent permitted under the Michigan Nonprofit Corporation Act, a volunteer director and the duly appointed Principal by the Board shall not be personally liable to the organization for monetary damages or liable to the students, their families, and their guests for loss and injuries occurred at the organization premise except the following:

1. a breach of the officer’s duty of loyalty to MCSK;

2. acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of law;

3. a transaction derived an improper personal benefit;

4. an act or omission that is grossly negligent.

§5.2 This By-Laws may be amended by the affirmative vote of a two-thirds (2/3) of the Board at the annual or special meetings, provided that the Directors have been furnished with the proposed changes in writing at least ten days in advance.

§5.3 In the event of the liquidation or dissolution of MCSK, voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money and other property received by MCSK from any source, after the payment of all its debts and obligations, shall be used or distributed to organizations organized and operated exclusively for educational or charitable purposes.