The Chinese Language and Culture Schools of the United States in order to share their common interests, exchange their views and assist in their mutual problems do hereby from the ASSOCIATION OF CHINESE SCHOOLS. This Association shall serve as a forum where all aspects of education in Chinese Language and Culture especially those for ethic Chinese children may be examined and as a service oriented center where individual schools may contribute, obtain and/or exchange materials pertinent to teaching Chinese Language and Culture.

The Association of Chinese Schools shall not set policy for any individual school. It shall not speak for or represent the member schools except on instances specifically authorized to do so by the School Member Council.

The Association of Chinese Schools shall be a non-political organization.

The Association shall maintain its financial status as a non- profit, educational organization with funds derived from dues, contributions and grants.

The Association shall be governed by the School Member Council which has the responsibility to amend the constitution and the Bylaws, set guidelines on membership dues and general policy for the Association, elect a Board of Directors, and dismiss any Director. The Board of Directors shall have the responsibility and authority to manage the Association according to the Bylaws.

ARTICLF V

The Association shall accept as members educational institution such as Chinese Schools as well as individuals who are interested in the affairs of the Association, without prejudice to race, religion or national origin.

The Association shall sponsor an annual conference open to the members of the Association and the public.

The Association shall be responsible to the needs and wishes of its member schools at all times.

Amendments to the Constitution shall be submitted in writing to the Chairman of the Board of Directors at least ninety (90) days prior to school member council meeting in order to be considered at the meeting. A copy of the proposed amendment shall be sent to each Director on the board and each School Member of the Association at least sixty (60) days before such meeting. The proposed amendment shall then be read and voted upon at the meeting. Affirmative vote from two-thirds of School Members shall be necessary for its adoption. Voting by proxy shall be permitted.

Upon the dissolution of the Association, the Board of Directors shall, after payment of all liabilities, dispose all the remaining assets of the Association to one or more organizations exclusively for charitable, educational or scientific purposes as shall, at the time, be qualified for tax-exemption under the Internal Revenue Service Code.

A. The Association shall have three kinds of members: School member, Individual Member, and Honorary
   Member. Only School members may vote at the school Member Council meeting. Individual Members and
   Honorary Members are non-voting members. 

B. School Member: Any school that so desires may apply for School Membership. Upon acceptance and
   payment of dues, a school shall become a School Member, and be accorded one vote at School Member
   Council meetings. 

C. Individual Member: Any person who is interested in the affairs of the Association on a personal
   basis may become an Individual Member of the Association regardless of his/her attachment to a
   school. 

D. Honorary Member: When desirable, the board of Directors shall nominate and elect persons who have
   made extraordinary contribution to the success of the Association as Honorary Members. 

E. Any member may resign from the Association by a written notice to the Secretary of the Board of
   Directors. 

A. The School Member Council (hereafter called the Council) shall consist of representatives of
   School Members. Each School Member shall have one representative and one vote. 

B. The Council shall meet at least once a year. This meeting is to be called by the Board of
   Directors normally at the annual conference. Special meetings may be called by petition from
   one-third of the School Members to the Chairman of the Board of Directors. 

C. The Council has the authority to amend the Constitution and the Bylaws, elect a Board of Directors,
   dismiss any Director, and set guidelines on membership dues and general policy for the Association. 

A. The Board of Directors (hereafter called the Board) shall consist of nine (9) persons and not more
   than two may be from one school at any given year. 

B. The Board of Directors shall be elected by the School Member Council. They shall serve without pay
   for their function, but may be reimbursed for expenses related to their function. 

C. Candidates for Directors may be nominated by any School Member of the Association. Candidates must
   be either associated with a School Member at the time of the nomination or an Individual Member of
   the Association. 

D. All Directors except the first Board, shall be elected to a three- year term. A Director shall be
   eligible for nomination as a candidate for no more than two subsequent terms. No more than
   one third of the Board member elected in any given year can be Individual Members. 

E. The dismissal of a Director may be recommended by the Board by a two-third vote and approved by the
   Council by a simple majority at the next Council meeting. In case of a vacancy on the Board, the
   Board shall appoint an interim Director until the next Council meeting. 

F. The Board shall meet regularly at least twice a year, once in the Fall and once in the Spring.
   Whenever the Board meets, five (5) Directors shall constitute a quorum for the transaction of
   business. All actions except those specified otherwise in this Bylaws, shall be decided by a
   simple majority vote. Voting by proxy shall be permitted. 

G. The Board shall elect among themselves, within one month a new Board in constituted each year, a
   Chairman, who shall also werve as the President of the Association, a Vice Chairman, a Secretary
   and a Treasurer.  The Chairman, Vice Chairman, Secretary and Treasurer shall constitute the
   Executive Committee. 

A. The Board shall be responsible for organizing an annual conference open to Members of the
   Association and the public. 

B. The Board shall receive, review and act upon applications of new members to the Association. 

C. The Board shall appoint a Nomination Committee for the nomination of candidates for the Board, and
   conduct the annual election of new Directors. 

D. The Board shall appoint committees to undertake specific projects beneficial to the membership. 

E. The Board shall determine the budget and present annual financial report to the council. 

A. The duties of the Chairman of the Board include calling and presiding over the regular Board
   meetings, special meetings of the Board, the annual conference and the Council meeting. The Vice
   Chairman shall assume all the duties of the Chairman in his/her absence or upon his/her request. 

B. The Secretary shall serve notices of all meetings and appointments, keep the minutes and maintain
   the Board's correspondence. He/she shall preserve a permanent copy of the Association's
   Constitution and Bylaws and shall make copies available to Members of the Association and other
   interested parties when appropriately requested. 

C. The Treasurer shall be the custodian of the funds of the Association and prepare an annual
   financial report. 

Amendments to the Bylaws may be proposed by the Board and approved by the Council at the next Council meeting by a simple majority vote. Voting by proxy shall be permitted.