OKC Mandarin Learning Institute Bylaws

ARTICLE I: NAME & PURPOSE

1.1 The name of this organization shall be the OKC MANDARIN LEARNING INSTITUTE (hereafter referred to as “School” or “OKCMLI”).

1.2 School is established as a non-profit organization in accordance with the relevant laws of Oklahoma, where it is located, and applies to the meaning of section 501(c)(3) of the Internal Revenue Code.

1.3 The School’s purpose includes, but is not limited to:

1.3.1 To facilitate teaching Taiwanese Mandarin.

1.3.2 To promote traditional Chinese characters for Taiwanese Mandarin learning.

1.3.3 To provide a network of support among individuals or organizations having a common interest in Taiwanese heritage.

1.3.4 To share the experience of Taiwanese culture.

ARTICLE II: EXECUTIVE BOARD

2.1 Board Composition

2.1.1 The board of directors shall consist of at least five members, hereinafter referred to as the Board. The chairperson of the Board shall represent the school entity in legal. The chairperson must have the nationality of the Republic of China (Taiwan).

2.1.2 The Board shall set up executive positions such as secretary-general and chief financial officer to comprehensively manage the affairs of the Board.

2.1.3 The Board may hire one to three board consultants to attend board meetings for board consultation.

2.1.4 The chairperson, secretary-general and chief financial officer shall be elected, recommended, or self-recommended by directors themselves.

2.1.5 Accept one independent board member (independent director) from Taiwanese Society of Oklahoma.

2.2  Members of the Board shall not be related to each other by spouse, consanguinity or marriage within the third degree.

2.3  The terms of board members and vacancies of board members and executive officers are as follows:

2.3.1 The term of each director is two years. During the renewal of the Board, at least half of the Board are encouraged to stay on or exchange personnel with school staffs.

2.3.2 In case of a vacancy on the Board the number of internal board members are less than four, a new director shall be recruited immediately to serve until the end of the current term of directors.

2.3.3 When the Board is renewed, the chairperson and executive officers shall be re-elected.

2.3.4 If an executive officer becomes vacant, the Board shall elect a replacement within one month. If there is a vacancy in an executive officers and the number of internal directors is less than four, a new director must be appointed first. Then the executive officer shall be elected, recommended, or self-recommended to serve in.

2.4 The duties and powers of the Board are as follows:

2.4.1 Representing the School in terms of administration and finance.

2.4.2 Fundraising.

2.4.3 Nominating and recruiting principals, teachers, and administrators candidates.

2.4.4 Appointing directors, executive officers, principals, administrators, and teachers.

2.4.5 Making plans for the School’s long-term growth and strategic directions and approving reports, budgets and final accounts.

2.4.6 Other matters that should be implemented.

2.4.7 Formulate, interpret, and amend the School’s bylaws whenever ambiguous.

2.5 (supervisor)

2.5.1 The school entity shall have one supervisor, who shall be appointed by the Board.

2.5.2 If the Board cannot find a suitable person to serve as a supervisor, there are the following alternatives:

1. If the third party of OKCMIL in the IRS is not serving as a director or school staff at that time, he or she shall be the ex-officio supervisor; or
2. The duties of the supervisor shall be performed by the Board meeting.

2.5.3 The powers of the supervisor are as follows:

1) Financial supervision.

2) Supervision of financial accounts, documents and property information.

3) Supervision of final accounts report.

2.6 The school may pay attendance and transportation expenses to the chairperson, directors, supervisors, and consultants, who serve without compensation for their duties.

2.7 (Board Meetings)

2.7.1 Regular meetings of the Board shall be held semi-annually before fall and spring semesters begin and execute the duties and powers of the Board.

2.7.2 Special meetings of the Board may be called by the Chairperson or upon the written request of two directors.

2.7.3 At all meetings of the Board, the presence of two-thirds of the total number of Board members then in office shall constitute a quorum for the transaction of business. All business except those specified otherwise in this bylaws, shall be decided by an absolute majority of the number of attendees. Voting by proxy shall be permitted until the stated deadline.

2.8 The chairperson, directors or supervisor will be automatically dismissed if any of the following circumstances occurs:

2.8.1 Have a written or oral resignation notice, submit it to the Board, and include it in the meeting minutes.

2.8.2 Those who take advantage of their position to commit crimes shall be sentenced upon sentencing.

2.8.3 The director fails to attend the Board meeting for three consecutive times without any reason.

2.8.4 The chairperson shall not convene a board meeting within one year.

ARTICLE III: SCHOOL PERSONNEL & OPERATION

3.1 (School organization)

3.1.1 The school shall include a principal, an administrator, and several full-time teachers. If necessary, the Board shall decide to increase the number of people and positions.

3.1.2 The directors and supervisors of the school, their spouses, and their direct blood relatives are not allowed to serve as a principal.

3.1.3 The principal must have the nationality of the Republic of China (Taiwan). The principal manages school affairs in accordance with laws and school bylaws, policies, implements the resolutions of the Board. The Principal is supervised and evaluated by the Board and represents the School within the scope of his/her duties.

3.1.4 The administrator shall assist the principal and the Board in executing the tasks in accordance with the school bylaws, policies, matters assigned by the principal and the guidance of the Board, and shall be subject to their supervision and assessment.

3.1.5 The principal shall be a full-time principal. In addition to teaching in his/her own school, he or she shall not hold concurrent position in schools of the same nature.

3.1.6 Encourage the establishment of parent-teacher association (PTA), where parents or older siblings can serve as volunteers.

3.2 Principals, administrators and full-time teachers are paid positions, and their hourly wages and working hours are set by the Board, and a contract is signed with the Board.

3.3 (School staffs and teachers)

3.3.1 School staffs (including the principal and administrator) and full-time teachers are appointed by the Board and in contract with the Board once a year.

3.3.2 School staffs and full-time teachers must pass security check before being officially appointed.

3.3.3 Substitute teachers and culture teachers are contractors, and the appointment regulations and hourly wages shall be implemented by separate regulations formulated by the Board.

3.4 (Principal duties)

3.4.1 The Principal shall be the chief executive officer of the School.

3.4.2 The Principal shall be present at all meetings of the Board.

3.4.3 The Principal shall preside over all meetings of the School.

3.4.4 The Principal shall submit an operational plan for the following fiscal year for the Board’s approval. The Principal is responsible for arrangements of teacher training and enrich the teaching team.

3.4.5. Manage execution of the School and evaluate school personnel and teachers.

3.4.6. Observe and maintain the normal operation and cleanliness of school facilities.

3.5 School staffs will be automatically dismissed if any of the following circumstances occurs:

3.5.1. Resignation for reasons approved by the Board.

3.5.2. Those who take advantage of their position to commit crimes shall be sentenced upon sentencing.

ARTICLE IV: FUNDING & ACCOUNTING

4.1 The school fiscal year of the School is from August 1st to July 31st of the following year.

4.2 The school’s funding sources are as follows:

4.2.1 Donations

4.2.2 Tuition fees

4.2.3 Funding subsidies

4.2.4 Equipment rental and venue sub-rental fees

4.2.5 Interest on deposits

4.2.6 Other income

4.3 The administrator of the school must serve as an AP/AR and payroll specialist. The chief financial officer is responsible for auditing and regularly releases financial statements to the Board, school staffs and the public.

4.4 OKCMLI should complete the final accounts within half a year after the end of the school’s fiscal year, together with its annual financial statements, appoint an accountant to verify the visa, and submit them to the Board and the public for reference.

4.5 OKCMLI needs to open an bank account for “OKC Mandarin Learning Institute”. The chairperson, secretary-general and chief financial officer serve as co-signers of the bank.

4.6 Since our school is registered as a 501(c)(3) non-profit organization, a person who provides his or her personal Social Security number on a long-term basis to serve as the school’s responsible party to the IRS. This representative shall be present to the meeting of the Board.

4.7 When the school’s responsible party to the IRS becomes vacant, the Board must appoint a successor within forty-five days.

ARTICLE X MERGER, SUSPENSION, DISSOLUTION

5.1 When OKCMIL merges with another school entity, each side shall draw up a merger plan and merger contract regarding matters related to the merger, and prepare a balance sheet and property catalog that have been verified and certified by an accountant, and submit them to the Board for discussion and resolution.

5.2 If the purpose of running a school is difficult to achieve, or if it encounters major difficulties and cannot continue to be implemented, the directors, school staffs and teachers will make a joint decision. At the joint meeting, the presence of two-thirds of the total number of directors, school staffs and teachers then in office shall constitute a quorum for the transaction of business.  The resolution shall be decided by an absolute majority of the number of attendees. Voting by proxy shall be permitted until the stated deadline.

5.3 Before the dissolution or liquidation of OKCMLI begins, the wages that are owed shall be paid off with the highest priority.

ARTICLE XI: SUPPLEMENTARIES

6.1 The school’s operating rules or policies are formulated and approved by the Board.

6.2 Whenever ambiguously interpret the School’s bylaws, OKCMLI shall follow the School’s bylaws in Chinese vers