ARTICLE I. GENERAL

1.      Name. “Xilin Northwest Chinese School Inc” is the official name of the Corporation (thereafter referred as “the School”).

2.      The School is a non-profit organization registered in Cook County, State of Illinois.

3.      Mail Address: Xilin Northwest Chinese School Inc., P.O. Box 2500, Palatine, IL 60078.

4.      Purpose. The purpose of Xilin Northwest Chinese School Inc. shall be to teach school-age children after their regular school hours the Chinese language and Chinese culture, including Chinese art, dance, songs, and martial arts. The School shall be organized exclusively for educational purposes within the meaning of section 501(c) of the Internal Revenue Code. The School shall be run as an independent, non-commercial educational organization.

5.      Inurement of Income. No part of the net earnings of the School shall inure to the benefit, or be distributable to, its Members, Officers or other private persons except that the School shall be authorized and empowered to pay reasonable compensation for services rendered.

6.      Offices. The home of the School Officers and the rented facilities where the classes will meet shall serve as its offices.

7.      Dissolution. Upon the dissolution of the  School, the Officers shall, after paying or making provisions for the payment of all the liabilities of the School, dispose of all assets of the School exclusively for the purposes of the School in such a manner, or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Officers shall determine.

8.      Administration. The School has two administrative bodies: Board of Directors and Executive Committee.

9.      Operation Area: The operation of the School is in the northwest suburb of Chicago.

ARTICLE II. MEMBERS

1.      Membership. The membership is on a family basis. Any family having a child or children currently enrolled in a regular program of Chinese class of the School shall become a Member of the School (thereafter referred as “the Member”) subject only to compliance with the provisions of the by-law. In addition, any contracted teacher of the School shall also become the Member subjecting to the same compliance. Each family so-defined constitutes one Member. Either parent of the family shall be the representative.

2.      Voting Rights. Each Member shall be entitled to one vote on each matter submitted to a vote of the membership. The format of votes, either anonymous or non-anonymous shall be decided by the Board of Directors. Votes may be delivered in persons, by post, electronic mail or fax. The voting results shall be made public without anonymity.

3.      Meeting. There will be at least two meetings of Members each year sponsored by the School.

4.      An election day, the first School day in May or November, shall be used for school voting and board director election.  

5.      Quorum. The Members present at any meeting sponsored by the School shall constitute a quorum at such meeting, if the number of the Members present is at least thirty percent (30%) of all the Members. Such meeting can be teleconference, or other forms decided by Board of Directors. When the Members vote for submitted matters, the subject shall be considered ratified and effective after getting the simple majority of the valid ballots from the quorum within the designated time period.

ARTICLE III. BOARD OF DIRECTORS

1.      General Powers. The Board of Directors is responsible for the School's basic construction and format, nature of business, long-term growth, and strategic directions. The main functions of the Board of Directors include: ensuring that the School has continuous, healthy, and consistent operation and growth; keeping the rental facilities extended for the School's use; reviewing and approving the budget prepared and presented by the school executive committee to the board at the beginning of each term or semester of the school, including the budget for the compensations of the board directors and school officers and the compensation level for each of the school officers; reviewing educational and financial status and giving necessary guidance of the School prepared and presented by the school committee at least once during a term or semester to the board and an operational summary of the School also prepared and presented by the school committee to the board at the end of each term or semester of the school; interpreting the School's By-laws wherever ambiguous; setting and improving the School's policies and strategies; recommending and approving candidates for new Directors; being responsible for filling the position of the Principal by forming Principal searching committee when it is open, publicizing the opening and its qualifications, soliciting applications, screening and interviewing applicants, appointing the Principal and approving candidates for new officers recommended by the Principal; and helping the Executive Committee to solve difficult issues faced by the School.

2.      Directors. There shall be seven to nine directors, including the Chairman of the Board. The directors shall be the parents with one or more children being the enrolled students of the School. . Each Director shall have a three year term. Should a director become a non Member within his or her three-year term, he or she shall be eligible to remain as a director until the next board election if he or she elects to continue to serve. The School shall  elect as many new Directors as needed  on a pre-determined election day by the Members of the School.

3.      Compensation. Directors as such shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Director from serving the School in any other capacity and receiving compensation therefore.

4.      Chairman of the Board. The Chairman of the Board is elected yearly by the majority of the board. In addition to the duty of a Director, the chairman is responsible for call and preside at least two semi-annual Board meetings and some ad hoc meetings if requested by two or more Directors.

5.      Meeting, Quorum, and Manner of Acting. A meeting of the Board of Directors may be called by any two or more Directors. A majority of the Directors shall constitute a quorum for the resolution of the subject at any such meeting; but if less than a majority of the Directors are present at the said meeting, the Directors present may adjourn the meeting from time to time without further notice for a period not to exceed two (2) weeks. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of Directors, unless the act of a greater number is required by law or by these By-Laws.

6.      Conflict of Interest. During a voting procedure for any proposed subject, any Director, who has the conflict of interest in the proposed subject matter, shall refrain from voting.

7.      Dismiss. Any Director can be dismissed by the decision of a meeting of the Members at any time.

8.      Vacancy. A vacancy occurring in any Board position shall be filled for the remaining term by a person elected by a majority of vote of the remaining Directors of the Board consistent with the other provisions of these By-Laws.

ARTICLE IV. EXECUTIVE COMMITTEE

1.      General Powers. The Executive Committee is responsible for managing the School’s routine business and educational activities. All the Officers in the Executive Committee shall perform the duties prescribed in the parliamentary authority that are outlined in these By-Laws and that are additionally assigned by the Principal. All the Officers shall also deliver to their successors all official materials at least one month before their terms end.

2.      Officers. The Officers of the Executive Committee shall be the Principal, a Vice Principal in charge of education, a Vice Principal in charge of public relations, a Vice Principal in charge of general administration, a Treasurer, a Secretary. There shall be no less than five (5) Officers. The Officers shall be recommended by the Principal and ratified by the Board of Directors. There is no restriction to who can be recommended and serve as Officers. There may be more than one office that is occupied by one person.

3.      Principal. The Principal shall be appointed by the Board of Directors every two years. The Principal shall be eligible for re-appointment to serve one additional term. A principal is limited to serve for maximum four years (two consecutive terms). The principal shall be the chief executive officer of the School and shall in general supervise and control all of the affairs of the School concerning its daily operation. The Principal should be the official representative of the School and shall call and preside over all meetings of the executive committee at least three times in a term. The Principal shall lead other committee members to prepare and present educational and budgetary plans and summaries to the school board at the beginning and end of a term or a semester, respectively. The Principal shall also lead other committee members to prepare and present at least one mid-term or mid-semester operational status of the school to the board or as requested by the board. With the approval of the Board of Directors, he may sign, with the secretary or any other proper officer of the School authorized by the board of directors, any deeds, mortgages, contracts, or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws or by statute to some other officer or agent of the School. The Principal in general shall perform any duties as may be prescribed in these By-Laws or assigned to him/her by the School, and shall coordinate the work of the Officers and standing committees of the School in order to promote the purpose of the School. The duties of the Principal include hiring and firing of professional services to fulfill the obligation to the government agencies and the need of the School.

4.      Vice Principal – Education. Vice Principal – Education shall act as one aide to the Principal in education. VP – Education shall be designated in charge of academic activities, such as helping the Principal to screen and hire teachers, to manage student registrations, to determine curriculum and establish requirements for all courses, to plan and schedule classes and exams, and to inspect and evaluate the performance, compensation and reward of individual teachers.

5.      Vice Principal – Public Relations. Vice Principal – Public Relations shall act as another aide to the Principal in Public Relations. VP – Public Relations shall be designated in charge of improving relations with the general public such as but not limited to the school facility rental and negotiation with the property owners and promotion of the School and its purpose. The General Administrator of the School responsible for school facility management and student disciplines will work with the VP – PR to provide data and corrective actions to the facility landlord pertaining to improper usage of facility usage and complaints of students misbehaviors. Other responsibilities of the Officers of VP – PR include arranging of educational seminars of interest to the general public, planning and overseeing of school recreational activities, recommending and recruiting to VP Education and the Principal of teachers, establishing exchange and competition programs to other sister schools, soliciting donation and voluntary service to the school.

6.      Vice Principal – General Administrator. This Officer shall be designated in charge of general administration duties. The duties of the Officer shall include facility management, strict enforcement of school policies and rules and student disciplines against any misbehavior that is prohibited by the School and the property landlord. The General Administrator shall in general perform all duties incident to the office of the VP – General Administrator such as full payment of tuitions of enrolled students by working with teachers and the Treasurer, supplies of materials, preparation of Board and Committee meetings and school events and any other duties that from time to time may be assigned to him by the Principal.

7.      The Treasurer. The Treasurer shall be appointed by the Board of Directors every two years. A treasurer shall be eligible for re-appointment to serve one additional year. A treasurer is limited to serve for maximum three consecutive years. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the School; receive money and give receipts for money due and payable to the School from any source whatsoever; deposit all such money in the name of the School in such banks, trust companies, or other depositories as shall be selected by the Principal; and in general, perform all duties incident to the office of Treasurer and other duties as, from time to time, may be assigned to him/her by the Principal. The Treasurer is also responsible for working with the other members of the school executive committee to prepare for a budget at the beginning of the school term or semester and a financial report at the end of the school term or semester to submit to the Board of Directors for review and approval. The Treasurer shall also be responsible for bookkeeping of incomes and expenses of the School that will be useful for all tax returns to the government agencies.

8.      The Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and the Executive Committee; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the School and see that the seal of the School is affixed to all documents, the execution of which on behalf of the School under its seal is duly authorized in accordance with the provisions of these by-laws. The Secretary shall in general perform all duties incident to the secretary any other duties that from time to time may be assigned to him by the Principal.

9.      Compensation. Officers shall not receive any stated salaries for their services. But nothing herein contained shall be construed to preclude any Officer from serving the School in any other capacity and receiving compensation therefore. The level of compensation to the officers will be recommended by the Principal and approved by the Board of Directors. The level of compensation shall be based on the levels of prior school committees for consistency and the levels of teachers’ salaries for competitiveness.

10. Term of Officer. Each Officer shall hold office for a term of two years. An Officer of the School shall be eligible for re-appointment to serve one additional consecutive term beyond one year in the same official position.

11. Meeting, Quorum, and Manner of Acting. A meeting of the Officers may be called by any two or more Officers. A majority of the Officers shall constitute a quorum for the resolution of proposed matter at any meeting of the Officers; but if less than a majority of the Officers are present at said meeting, the Officers present may adjourn the meeting from time to time without further notice for a period not to exceed two (2) weeks. The act of a majority of the Officers present at a meeting at which a quorum is present shall be the act of Officers, unless the act of a greater number is required by law or by these By-Laws. School Executive Committee meeting minutes documenting the decisions of the meetings are taken by the Secretary of the School for each meeting. They shall be reviewed and approved at the next meeting by the Officers and kept on record after approval by the Secretary of the School.

12. Dismiss. Any Officer, including the Principal, can be dismissed by the recommendation of at least 2 Board Directors and approval of the Board of Directors. Any Officer can be dismissed by the recommendation of the Principal and approval of the Board of Directors at any time.

13. Vacancy. A vacancy occurring in any office shall be filled for the un-expired term by a person recommended by the Principal and approved by the Board of Directors.

ARTICLE V. SPECIAL COMMITTEES

1.      Creation and Term of the Special Committees. Upon recommendation by at least 20 members, the School may create such Special Committees as it may deem necessary to check and balance the powers of the school board. The term of each member of the Committee shall be dependent on duration of tasks to be performed by the Committee. The Committees will automatically dissolve once their tasks are accomplished to the satisfaction of the members who made initial recommendations.

2.      Duties of the Special Committees. The Chairman of each Special Committee shall investigate complaints by the members on the behaviors and performances of the school board and board members and present the objective, scope and plan of work to the members. No committee work shall be undertaken without the majority consent of the members.

ARTICLE VI. MISCELLANEOUS

1.      Contracts. The Principal may authorize any Officer or Officers, agent or agents of the School, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the School, and such authority may be general or confined to specific instances.

2.      Checks, Drafts or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the School and in such manner as shall, from time to time, be determined by resolution of the Officers meeting.

3.      Deposits. All funds of the School shall be deposited from time to time to the credit of the School in such banks, trust companies, or other depositories as the Principal may select.

4.      Gifts. The Officers may accept on behalf of the School any contribution, gift, bequest, or device for the general purposes or for any special purpose of the School.

5.      Books and Records. The School shall keep correct and complete books and records of account and shall keep a record giving the names and addresses of the Members entitled to vote. All books and records of the School may be inspected by any Member, or his/her attorney, for any proper purpose at any reasonable time.

6.      Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Not-for-Profit Corporation Law of Illinois or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII. AMENDMENTS

1.      Power of Members to Amend By-Laws. The By-Laws of this Corporation may be amended, repealed, or added to. Or new By-Laws may be adopted. For any such amendment or new By-Laws proposal proposed by Members from twenty (20) or more different families, Board of Directors shall arrange an Adoption Procedure to enact the amendment.

2.      Power of Board of Directors to Amend By-Laws. The Board of Directors may also propose the amendment to the By-Law or the adoption of new By-Laws and arrange the Adoption Procedure to enact the amendment/new By-Laws.

3.      Adoption Procedure. To adopt such amendment or new By-Laws, a meeting of all Members shall be duly called. The amendment or new By-Laws shall be ratified and enacted by the non-anonymous vote of a majority of a quorum at such meeting of Members for the purpose according to the By-Laws. The meeting for such purpose can be in the form of teleconference or other forms decided by Board of Directosrs.

4.      Power of School Members and Board of Directors on Special Issues. Special issues are defined as issues raised by at least 10 school members or by the school committee or by two board members. Special issues do not include issues related to by-law changes, but could be any other issues (strategic or operational issues) related to the school. If special issues related to the school are raised to be resolved, the board, representing the school members, should utilize the simple majority democratic process to make final decisions (with inputs from various sources). In case of further disagreement with the board's decision (raised by 20 or more school members), the issues should be resolved in the school member assembly by utilizing the simple majority voting process.