BYLAWS

OF

DIX HILLS CHINESE CULTURAL ASSOCIATION, INC.

ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in Suffolk County, State of New York. 

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

ARTICLE 2
NONPROFIT PURPOSES AND NONDISCRIMINATION POLICY

SECTION 1. IRC SECTION 501(c)(3) PURPOSES

            This corporation is organized exclusively for the educational purpose as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be to provide the community and its members the opportunity to learn and to promote cultural understanding of Chinese heritage, tradition, and customs.

SECTION 3.  NONDISCRIMINATION POLICY

            Admission of students and members to this corporation shall not be based on race, color, gender, religion, age, national origin, or physical or mental disability.

ARTICLE 3
MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. All memberships shall have the same rights, privileges, restrictions and conditions.

SECTION 2. QUALIFICATIONS OF MEMBERS

            Parents or guardians of underage students actively enrolled in a program of Chinese language and culture in this corporation and students of the age of majority in this state shall automatically become its members.  A maximum of two parents and guardians of underage students per family is allowed as members. 

SECTION 3. MEMBERSHIP FEES

            Unless otherwise determined by the Board of Directors, members shall not be required to pay membership fees.

SECTION 4. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 5. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each member. A new membership book shall be prepared annually.

SECTION 6. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 7. NONTRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom. 

SECTION 8. TERMINATION OF MEMBERSHIP

The membership shall terminate upon the occurrence of any of the following events:

(1) Upon his or her death;

(2) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail; and

(3) Upon a cessation of enrollment of all students in a family.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 9. POWERS OF THE MEMBERS

            The members of this corporation exert their power via meetings of the members.  Election and removal of directors, President, and Vice President shall be conducted via meetings of the members.  Adoption, alteration, amendment, and repealing of the Bylaws of this corporation shall be approved via meetings of the members.  Resolutions and decisions passed at meetings of the members shall supersede any resolution and decision by the Board of Directors or by the President.

SECTION 10. PLACE OF MEETINGS

Meetings of the members, both regular and special meetings, shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by the persons who call for the meetings.

SECTION 11. REGULAR MEETINGS

An annual regular meeting of the members shall be held on June 8 or within a month before or after this date, for the purpose of electing Directors, President, and Vice President and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of positions to be elected shall be elected.  Each voting member shall cast one vote, with voting being by ballot only.

SECTION 12. SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the Chairperson of the Board, the President of the corporation, or a member nominated by more than 10% of the members or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

SECTION 13. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting.

 The notice of any meeting of the members at which Directors, President, and Vice President are to be elected shall also state the names of all those who are nominees or candidates for election at the time notice is given.

SECTION 14. QUORUM FOR MEETINGS

A quorum shall consist of more than 10% of the voting members of the corporation.  For meetings at which (a) directors, the President, or the Vice President or some or all of them are to be elected, (b) these Bylaws are to be altered, amended, or repealed, and/or (c) new Bylaws are to be adopted, more than 30% of the voting members of the corporation shall be present.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 15. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

SECTION 16. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Election of directors, President, and Vice President shall be by written ballot.

SECTION 17. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the President of the corporation, by a member designated by the President, or by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation or a person designated by the Secretary of the corporation shall act as Secretary of all meetings of members, except that, in his or her absence and with his or her designation, the presiding officer shall appoint another person to act as Secretary of the Meeting.

ARTICLE 4
DIRECTORS

SECTION 1. NUMBER

The corporation shall have 5 directors if the number of members is 500 or less.  The number of directors shall be proportionally increased to no more than 1 director per 100 members and to a maximum of no more than 15.  The directors shall collectively be known as the Board of Directors. 

SECTION 2. QUALIFICATIONS

Any person may serve as director of this corporation.

SECTION 3. ELECTION AND TERM OF OFFICE

     Each director shall be elected at a meeting of the members by a majority.  The President shall be elected as director at the same time he or she is elected as President.

The President shall hold office of director while he or she holds the title of President.  Each of the other directors shall hold office for a period of two years until his or her successor is elected and qualifies.  Each director shall hold office for no more than two consecutive terms except that the term in which the President holds office shall not be subject to this two-year term limit.

SECTION 4. REMOVAL AND RESIGNATION

Any director shall be removed only after such act is approved by more than two thirds of the members at a meeting of the members. 

            Any director may resign effective upon giving written notice to the Chairperson of the Board or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

SECTION 5. FILLING OF VACANCIES

Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any director.

Vacancies on the Board of Directors shall be filled by election at a meeting of the members.  A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors.  If the remaining time in a term starting from the time a vacancy on the Board is filled exceeds half the length of the term, it shall be considered a full term for the person filling the vacancy and shall be subject to the term limit as stipulated in SECTION 3 of this ARTICLE.  If such a remaining time is less than half of the length of a term, it shall not be subject to the term limit.

SECTION 6. POWERS AND DUTIES

The activities and affairs of this corporation shall be conducted under the supervision of the Board of Directors.  All financial decisions of this corporation shall be approved by the Board of Directors.

It shall be the duty of the directors to:

(1) Approve budgets proposed by the President;

(2) Approve appointments of the Treasurer and Provost appointed by the President; and

(3) Supervise all officers of the corporation to assure that their duties are performed properly.

SECTION 7. CHAIRPERSON

            A Chairperson of the Board of Directors shall be elected by the Board and shall hold office for one year until his or her successor is elected and qualifies.  The President shall not be the Chairperson.  The Chairperson, if present, shall preside all meetings of the directors.

SECTION 8. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 9. REGULAR MEETINGS

The Board shall hold two regular annual meetings, on September 1 and June 15, unless adjusted by the Chairperson or the President to dates not more than one month before or after these two dates.         

SECTION 10. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 11. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

(1) Regular Meetings.  At least one week prior notice shall be given by the Chairperson or the President of the corporation to each director of each regular meeting of the Board.

(2) Special Meetings. At least one week prior notice shall be given by the caller to each director of each special meeting of the Board.

SECTION 12. QUORUM FOR MEETINGS

A quorum shall consist of more than 50% of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.

SECTION 13. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 14. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. One director shall be appointed by the Board as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 15. COMPENSATION

Directors shall serve without compensation for their services as directors.

SECTION 16. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 17. INDEMNIFICATION BY CORPORATION OF DIRECTORS

The directors of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 18. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 5
OFFICERS

SECTION 1. DESIGNATION OF OFFICERS

The corporation shall have the following officers: a President, a Vice President, a Secretary, a Treasurer, and a Provost. The corporation may also have other officers in charge of library, student contest, student registration, purchasing, and recreational activities.

SECTION 2. QUALIFICATIONS

Any person may serve as officer of this corporation.

SECTION 3. ELECTION, APPOINTMENT, AND TERM OF OFFICE

The President and Vice President shall be elected as a team at a meeting of the members.

All the other officers shall be appointed by the President and approved by the Board of Directors.

Each officer shall hold office for one year until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

A person shall serve as President for no more than two consecutive terms.  There is no term limit for other officers.

SECTION 4. REMOVAL AND RESIGNATION

Any officer shall be removed only after such act is approved by more than two thirds of the members at a meeting of the members.  Any officer may resign at any time by giving notice to the Chairperson of the Board or the President of the corporation.

SECTION 5. FILLING OF VACANCIES

Any vacancy caused by the death, resignation, or removal of the President shall be filled by the Vice President.  The new President (the previous Vice President who fills the vacancy) shall also appoint a Vice President, subject to approval by the Board of Directors.

If the remaining time in a term starting from the time a vacancy of a President is filled exceeds half of the length of a term, it shall be considered a full term for the new President and shall be subject to the term limit as stipulated in SECTION 3 of this ARTICLE.  If the remaining time in such a term is less than the length of a term, it shall not be subject to the term limit.

Any vacancy caused by the death, resignation, or removal of a Vice President shall be filled by election by the members.  

Any vacancy caused by the death, resignation, or removal of other officers shall be filled by appointment by the President and approval by the Board of Directors.  

SECTION 6. DUTIES OF PRESIDENT

The President shall be the chief executive officer of the corporation.  He or she shall, subject to the supervision of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. The President shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws.  The President shall:

Represent this corporation in all external affairs and in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws;

Hire and discharge employees; and

Prepare annual budget for approval by the Board of Directors and execute financial activities according to the approved budget.  The President shall obtain approval from the Board of Directors for conducting any financial activity not contained in the annual budget.

SECTION 7. DUTIES OF VICE PRESIDENT

The Vice President shall assist the President in internal and external affairs of the corporation.

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

SECTION 8. DUTIES OF SECRETARY

The Secretary shall:

Keep (a) the original, or a copy, of these Bylaws as amended or otherwise altered to date, (b) the seal of the corporation and affix the seal, (c) a book of minutes of all meetings of the corporation, (d) all the records to duly executed documents of the corporation, and (e) an annual membership book containing the name and address of each and any members; and

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request for, the Bylaws, the membership book, and the minutes of the proceedings of the corporation.

In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the President.

SECTION 9. DUTIES OF TREASURER

The Treasurer shall: 

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the President;

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the President, taking proper vouchers for such disbursements;

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore;

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation; and

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the President.

SECTION 10. DUTIES OF PROVOST

The Provost shall plan for the academic affairs and execute these plans, and, together with the President, supervise the officers in charge of library, student contest and student registration or conduct these activities in the absence of corresponding officers.

SECTION 11. COMPENSATION

The officers shall not compensation for performing their duties unless stipulated by the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

SECTION 12. INDEMNIFICATION BY CORPORATION OF OFFICERS

The officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The President, or the Vice President as acting president, as empowered by the Board of Directors, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President except as otherwise specifically determined by resolution of the Board of Directors to temporarily compensate the vacancy or inability of either or both of these two persons, or as otherwise required by law. 

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the President and the Treasurer may select collectively.

SECTION 4. GIFTS

The Board of Directors or the President may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep:

(a) Minutes of all meetings of directors and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members, indicating their names and addresses;

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The President, subject to approval of the Board of Directors, may adopt, use, and alter a corporate seal. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. MEMBERS' INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a) To inspect and copy the annual financial report of the corporation.

(b) To inspect the books, records, or minutes of proceedings of the members or of the board for a purpose reasonably related to such person's interests as a member.

SECTION 5. PERIODIC REPORT

The President shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

ARTICLE 8
IRC 501(c)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

No part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

No part of the activities of this corporation shall be the carrying on of religious activities.

SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE 9
ADOPTION AND AMENDMENT OF BYLAWS

SECTION 2. INITIAL BYLAWS

            The initial Bylaws shall become effective following approval by a simple majority at a meeting of the members and undersigning by a least three persons who participated the drafting of the Bylaws.

SECTION 1. AMENDMENT

These Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval meetings of the members.  Any alteration, amendment, and repealing of the Bylaws and adoption of new Bylaws shall be approved by a two-third majority at meetings of the members.

ARTICLE 10
CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS

We, the undersigned, are participants of the drafting of the initial Bylaws.  We witnessed its approval by the members on March 23, 2001.   We therefore declare to adopt the foregoing Bylaws, consisting of 14 preceding pages, as the Bylaws of this corporation.

Dated: March 23, 2001

Amye Lin

Gim Mun Lee

Jean Cai

Weizhong Cai

Galinda Wang Tchao

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