BY-LAWS
OF
ASSOCIATION OF NEW JERSEY CHINESE SCHOOLS,
A
ARTICLE I
NAME AND PURPOSES
1.1 Name. The
name of this corporation is “ASSOCIATION OF NEW JERSEY CHINESE SCHOOLS, A New Jersey
Nonprofit Corporation,” abbreviated as ANJCS.
The ANJCS is nonprofit corporation registered and operating in the State
of
1.2 Purposes of ANJCS. The ANJCS has been organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to promoting the education of Chinese language and culture by promoting humanitarian support to the community; advocating for educational, professional, cultural and community activities; and promoting networking and fellowship among its Members.
1.3 Purposes of By-Laws. The purposes of these By-Laws are to establish rules and procedures for conduction the affairs of the ANJCS. They are binding upon the Board of Trustees, on Members of any Committees established by the Board and on the Officers of ANJCS, whether those persons served in the applicable capacity at the time these By-Laws were adopted or were appointed or elected to the position at a later date. These By-Laws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation of the ANJCS, as they may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.
ARTICLE II
OFFICES
2.1 Principal Office. The principal office of the ANJCS shall
be at
2.2 Other Places of Business. The Board of Trustees may at any time, establish offices at any location where the ANJCS is qualified to do business.
ARTICLE III
MEMBERS
3.1 Types and Qualifications
of Membership. There shall be three
types of Membership:
(a) School Members. School Members include any school that so desires to submit an application to the Board of Trustees. Each School Member shall appoint one individual to serve as its representative. Such representative shall have the power to act on behalf of his/her School Member.
(b) Associate
Members. Associate Members include
any individual, over the age of 18, who (1) is nominated by the Board of
Trustees; (2) submits an application to the Board of Trustees; and (3) is
approved by majority of the Board of Trustees.
(c) Honorary Members. Honorary Members include any (1) founding Members; (2) past Presidents; and (3) distinguished individuals selected by the Board of Trustees who have made notable contributions to the community and or society.
3.2 Classes of Membership. There shall be two classes of Membership:
(a) Voting Members. School Members and Executive Committees shall be Voting Members.
(b) Non-voting Members. Associate and Honorary Members shall be
Non-Voting Members.
3.3 Rights of Members. All Members shall have the right to make
a motion to the Board of Trustees for the nomination of Officers or removal of
Officers in the event of non-performance or malfeasance.
3.4 Responsibilities of Members. All Members are obliged to abide to the By-Laws and carry out assigned tasks and duties, pay membership dues and attend meetings of the ANJCS. All Members must meet their obligations to the ANJCS to maintain their membership in good standing.
3.5 Revocation of
Membership. Membership may be
revoked in the event of serious infractions against the ANJCS or its By-Laws,
or in the event of a Member has been convicted of criminal conduct.
3.6 Annual Meetings. The annual meeting of the Members of the
ANJCS shall be held at times and places designated by the Chairperson of the
Board of Trustees or the President of the ANJCS. The annual meeting of the Members of the
ANJCS for any year shall be held no later than thirteen (13) months after the
last annual meeting of Members. However,
failure to hold an annual meeting timely shall in no way affect the terms of
the Officers or Trustees of the ANJCS or the validity of actions of the
ANJCS. At the annual meeting, the Voting
Members shall elect the Board of Trustees.
3.7 Special Meetings. Special meetings of the Members may be called by the President or by a majority of the Board of Trustees or by Voting Members having one-fourth (Ľ) or more of the outstanding votes of the ANJCS. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider.
3.8 Place of Meeting. The Board of Trustees may designate any
place, either within or without the State of
4.7 Action without Meetings. Any action of the Members may be taken without a meeting, only if (1) the ANJCS provides advance notice setting forth the proposed action to all Members; (2) no action is taken before the expiration of 10 days from the giving of notice; (3) the notice sets forth the existence of such 10-day period; and (4) the action proposed is consented to in writing by Voting Members who would have been entitled to cast a majority of votes had a meeting been held.
4.8 Notice and Waiver of Meeting. Meetings may be communicated to Members by any appropriate means such as proxies, phone, fax or email. The contents of the notice shall include the date, time, place, and in the case of a special meeting, the purpose of the meeting. Notice of all meetings will be given at least two weeks in advance of such meeting. A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.9 Member Quorum and Voting. Unless otherwise required in the Certificate of Incorporation, a majority of the Voting Members appearing in person or by proxy shall constitute a quorum at a meeting of the Members. If a quorum is present, unless otherwise provided by law or in the Certificate of Incorporation, the affirmative vote of a majority of the Voting Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established at a meeting, the subsequent withdrawal of Members as to reduce the number of Voting Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Voting Members at the meeting may adjourn the meeting without further notice until a quorum is present.
4.10 Votes. Each Voting Member shall be entitled to one vote on each matter submitted to a vote.
4.11 Proxies. Every Voting Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall be signed by the Member or an otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
ARTICLE IV
BOARD OF TRUSTEES
4.1 General Powers. All corporate powers shall be exercised by and shall be under the authority of the Board of Trustees (the “Board”), and the management and affairs of the ANJCS shall be controlled by the Board, except as limited by the Certificate of Incorporation, these By-Laws and the Act.
4.2 Number, Qualification, Election and
Tenure. The Board shall consist of three
initial Trustees as set forth in the Certificate of Incorporation. At the next annual meeting, elections will be
held and the Board from that point on shall consist of no less than seven
Trustees. A Membership & Nominating
Committee shall prepare a slate of candidate Trustees for the forthcoming
year. Trustee candidates are to be voted
for approval by the Voting Members at the annual meeting. Initial terms of
Trustees shall be staggered, with Trustees being elected for one, two and three
year terms and thereafter for individual terms of three years. More than one term of service is permissible.
4.3 Annual Meetings. The Board shall hold its annual meeting at the same time and place as and immediately following each annual meeting of Members for the purposes of the election of Officers and the transaction of other business as may come before the meeting. If a majority of the Trustees are present at the annual meeting of Members, no prior notice of the annual meeting of the Board shall be required. Otherwise, another place and time for the annual meeting may be fixed by written consent of all of the Trustees.
4.4 Regular Meetings. Regular meetings of the Board may be held upon one week’s notice at such time and place as shall be determined from time to time by the Board. At least one regular meeting must held during each calendar year.
4.5 Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or any Trustee upon one week’s notice. The person or persons authorized to call special meetings of the Board shall fix a reasonable time and place for holding them.
4.6 Telephone Meetings. Trustees may participate in meetings of the Board by means of telephone conference or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
4.7 Action without Meetings. Any action of the Board may be taken without a meeting if consent in writing setting forth the action so taken signed by all of the Trustees is filed with the minutes of the Board. Such consent shall have the same effect as a unanimous vote.
4.8 Notice and Waiver. Notice of Board meetings may be communicated to Trustees by any appropriate means such as proxies, phone, fax or email. Notice of meetings of the Board will be given at least one week in advance. Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting the lack of notice to such Trustee of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified
4.9 Quorum and Voting. One half of the Board shall constitute a quorum for the transaction of business. The vote of a majority present at a meeting at which a quorum is present shall constitute the action of the Board. If less than a quorum is present, then a majority of the Board present may adjourn the meeting to another time when a quorum is present.
4.10 Vacancies. Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Trustees even though it is less than a quorum of the Board. A Trustee elected to fill a vacancy shall hold office only until the next election of Trustees by the Members. Any vacancy to be filled by reason of an increase in the number of Trustees shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose.
4.11 Removal. At any meeting of Members called expressly for that purpose, any Trustee may be removed from office, with or without cause, by a vote of the majority of the Voting Members. A new Trustee may be elected by the Voting Members for the unexpired term of the removed Trustee at the same meeting at which such removal is voted. If the Members fail to elect a person to fill the unexpired term of such removed Trustee, and if the Members did not intend to decrease the number of Trustees to serve on the Board, then the vacancies unfilled shall be filled in accordance with provisions in these By-Laws for vacancies.
4.12 Presumption of Assent. A Trustee who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to take the action taken unless they vote against such action or abstains from voting because of an asserted conflict of interest.
ARTICLE V
OFFICERS
5.1 Officers. The Officers of ANJCS shall be a Chairperson of the Board, President, First Vice President, Second Vice President, Secretary and Treasurer. The Chairperson of the Board, shall be elected by the Executive Committees , President, First Vice President and Second Vice President shall be elected by the Board of Trustees as set forth below. The Secretary and Treasurer shall be appointed by the President. Any two or more offices may be held by the same person. A failure to elect, or appoint, a President, Secretary or Treasurer shall not affect the existence of the ANJCS.
5.2 Election and Terms of Office. President, First Vice President and Second Vice President of the ANJCS shall be elected annually by the Board at its meeting after each annual meeting of Members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he/she shall resign or shall have been removed in the manner hereinafter provided. The term of the President is one year. Upon the recommendation by the Chairperson of Board, the President’s term may be extended for another year. In this instance, the term of the First and Second Vice President is also extended for one more year. In the event the President is unable to carry out his/her duty or the office becomes vacant as a result of death, resignation or removal, the First Vice President shall succeed as the President upon confirmation by the Board. The duties and authority of the Officers shall be determined from time to time by the Chairperson of Board. Subject to any such determination, the Officers shall have the duties and authorities as set forth in the following paragraphs.
5.3 Duties of President. The President shall have the authority to appoint a Secretary and a Treasurer. The President shall have the responsibility to oversee the operations of the ANJCS and represent the ANJCS in its external affairs. The President shall have general charge and supervision over and responsibility for the affairs of the ANJCS, and shall preside at all meetings of the Board. Unless otherwise directed by the Board, all other Officers shall be subject to the authority and the supervision of the President. The President may enter into and execute in the name of the ANJCS contracts or other instruments not in the regular course of business which are authorized either generally or specifically by the Board. The President shall have the general powers and duties of management usually vested in the office of the President of a nonprofit corporation. The President may from time to time, delegate any or all of his duties and authority to any other Officer.
5.4 Duties of First Vice President. The First Vice President shall assist the President in carrying out the work of the ANJCS and assume the President’s function in his/her temporary absence. At the end of the one year term, the First Vice President shall succeed as the President upon confirmation by the Board.
5.5 Duties of Second Vice President. The Second Vice President shall assist the President and the First Vice President and become familiar with all aspects of the operations of ANJCS. The Second Vice President, at the end of one year term, shall succeed as the First Vice President upon confirmation by the Board.
5.6 Duties of Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these By-Laws and shall take and issue the minutes of all meetings of the Board. The Secretary shall be the custodian of all legal records of the ANJCS and shall perform such other duties and possess such powers as are incident to the office or as shall be delegated to him/her by the President or the Board.
5.7 Duties of Treasurer. The Treasurer shall maintain the financial records of ANJCS, establish and maintain relations with financial institutions on behalf of ANJCS, file an income tax return if necessary, oversee payment of all bills authorized pursuant to the By-Laws, prepare a financial report at annual meeting, deliver to his/her successor all ANJCS records, whether in written, electronic, or other format, and all other property of ANJCS in his/her possession or control. The Treasurer shall perform such other duties and possess such powers as are incident to the office or as shall be delegated to him/her by the President or the Board.
5.8 Removal of Officers. All Officers of the ANJCS serve at the pleasure of the Board. The Board may remove Officers, with or without cause, by a majority vote of the Executive Committees. An Officer who is also a Trustee may be removed as an Officer of the ANJCS and remain a Trustee unless the action of the Board clearly indicates otherwise.
5.9 Compensation. No Officer shall receive a fee, salary or remuneration of any kind for his/her services as an Officer except for such compensation for person services as shall be deemed reasonable under the Code and Treasury Regulations. The ANJCS may reimburse Officers for reasonable expenses incurred by them, provided such expenses have been approved by the Board.
5.10 Delegation of Duties. In the absence or disability of any Officer of the ANJCS or for any other reason deemed sufficient by the Board, the Board may delegate his powers or duties to any other Officer or to any other Trustee.
ARTICLE VI
COMMITTEES
6.1 Creation of Committees. In order to carry out its activities,
the Board may, by resolution passed by a majority of the Board establish an
Executive Committee. The Chairperson of
the Board shall be the Leader of the Executive Committee. The Executive Committee shall establish the
following working committees as well as any other needed committee as
determined by the majority of the Executive Committee (1) Membership and Nominating
Committee; (2) Event Committee; (3) Public Relation Committee. (4) Confucius Memorial Ceremony Committee and (5) Digital Teaching Committee.
6.2 Meetings. The committees shall set their own meeting schedules as might be determined by particular tasks and the necessary timing of their accomplishment.
6.3 Vacancies. Vacancies on the Executive Committee or on other committees shall be filled by the Board at any regular or special meeting of the Board.
6.4 Quorum. At all meetings of the Executive Committee or other committees, a majority of the committee members then in office shall constitute a quorum for the transaction of business.
6.5 Manner of Acting. Besides the Executive Committee, each committee shall select a Leader and a Co-Leader. The acts of a majority of the members of the Executive Committee or other committees present at any meeting at which there is a quorum shall be the act of such committee.
6.6 Minutes. The Executive Committee and the other committees shall keep regular minutes of their proceedings and report the same to the Board when required.
ARTICLE VII
NONPROFIT CORPORATION
The ANJCS will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the ANJCS will be distributed to its Members, Trustees or Officers without full consideration. No Member of the ANJCS has any vested right, interest or privilege in or to the assets, property, functions or activities of the ANJCS. The ANJCS may contract in due course with its Members, Trustees and Officers without violating this provision.
ARTICLE VIII
CONTRIBUTIONS AND DISSOLUTION
8.1 Contributions. The ANJCS shall have the right to solicit and accept contributions from third parties. All monies received will be used in furtherance of the ANJCS’s purpose as hereinabove stated. The ANJCS shall have the right, however, to use a reasonable amount of any sums received for the payment of administrative expenses.
8.2 Dissolution. In the event of dissolution of this organization, after all debts have been satisfied, the remaining assets shall be distributed, in such amounts as the Board may determine, exclusively to charitable, religious or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Code or to the United States, or a State or local government, for a public purpose.
ARTICLE IX
AMENDMENTS
9.1 Amendment to By-Laws. The Board shall have the power to make, alter or amend the By-Laws at any duly convened meeting of the Board by the affirmative vote of a majority of the Trustees at any such meeting at which a quorum is present. Notwithstanding the foregoing, a repeal of the By-Laws or any change to the By-Laws which will result in a change in the charitable purpose of this ANJCS or in a fundamental change in the activities, purpose and/or business of the ANJCS shall require a unanimous vote of the full Board and the Voting Members.
9.2 Amendment to Certificate of Incorporation. The Certificate of Incorporation may be amended in accordance with the Act and the Certificate of Incorporation. This currently requires a vote of two-thirds (2/3) of the Voting Members.
ARTICLE X
INDEMNIFICATION
10.1 Indemnification of Trustees and Officers. Indemnification of Trustees and Officers shall be in accordance with N.J.S.A. 15A:3-4. Any indemnification which is at the discretion of the ANJCS pursuant to statute shall be made by the ANJCS only as authorized by the Board in a specific case upon a determination that indemnification is proper because the Trustee or Officer met the statutory standard of conduct.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Fiscal Year. The Fiscal Year of ANJCS shall begin on
September 1 and end on August 31, inclusive.
11.2 Books, Records and Reports. Two months prior to the end of the fiscal year, the President and the Treasurer shall submit to the Chairperson of The Board an annual work report including a financial report and an asset inventory.
11.3 Seal. The ANJCS shall have a corporate seal.