ARTICLE 1 – INTRODUCTION
The Bylaws of the American Chinese Culture and Education Foundation (hereafter referred as to the Bylaws) exist in two languages, Chinese and English. Under any circumstance where a conflict arises between these two versions, the Bylaws written in English shall govern.
ARTICLE 2 – NAME AND ADDRESS
SECTION 2-1 The name of this organization shall be the American Chinese Culture and Education Foundation, hereafter referred as to the Foundation or, interchangeably, ACCEF. The Foundation headquarter shall be located in the county of San Diego, state of California, United States of America. The mailing address is ACCEF, PO Box 723008, San Diego, CA 92172-3008, U.S.A. The ACCEF Board of Directors (hereafter the Board reserves its right, from time to time, to select a location or an office that is different from the above address and where it is qualified to conduct its business.
ARTICLE 3 – PURPOSES AND GOALS
SECTION 3-1 The Foundation shall be a non-profit corporation duly incorporated under the laws of the state of California. This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code.
SECTION 3-2 Operated under the principal of being an independent, non-political, non-religious, and national charity organization, the Foundation shall be to raise money from any and all sources legally available to the Foundation, participate in community charity events, promote the Chinese culture and values, encourage beneficial exchange between the American and Chinese culture, help facilitate Chinese culture and language education in the USA, assist students of low-income families in pursuing their dreams of high education, and provide monetary support to children who live in poverty in rural areas of China to complete their nine years of (up to middle school) education.
SECTION 3-3 The Foundation reserves its right to add or remove its events, activities or sponsorship programs; or set up emergency funds at any time if needed.
SECTION 3-4 The Foundation shall actively seek cooperation with other charity organizations and community groups to develop and advance the Chinese culture and education.
ARTICLE 4 – Members
SECTION 4-1 To qualify for a member, a person must apply to the membership/sponsorship department. Upon approval, s/he is qualified to become a member.
SECTION 4-2 To be a member, a person must:
SECTION 4-2-1 be approved by the Foundation;
SECTION 4-2-2 pay membership due on time;
SECTION 4-2-3 abide the bylaws and all other provision set by Foundation, and
SECTION 4-2-4 not engage in any activities or speech against the Foundation’s interest, goals and reputation.
SECTION 4-3 The membership due is set by the Foundation. Currently, it is set at $20 for regular membership, $10 for student membership and $10 for the second membership of a family. A lifetime membership is granted when one time membership due of $200 or more is paid. A second lifetime membership of a family is granted when the membership due of an additional $100 or more is paid. The Foundation reserves its right to change the membership due as needed.
SECTION 4-4 A person who sponsors a school or whose accumulated donations exceed $5,000 can become a member (if s/he wishes) without paying the membership due. An application for membership must be completed.
SECTION 4-5 Besides the provisions of the membership set above, the international membership applicant needs to be referred by the management of the Foundation. The international membership due is set according to local financial condition.
SECTION 4-6 Rights and Obligations of Members:
SECTION 4-6-1 A member can vote for the Board of Directors.
SECTION 4-6-2 A member can be a member of the executive management team.
SECTION 4-6-3 A member can be an Advisory Group member.
SECTION 4-6-4 A member can be an Oversee Committee member.
SECTION 4-6-5 A member can participate any of the members’ events and activities.
SECTION 4-6-6 A member can demand the Board and the management to disclose the Foundation’s decisions, and management/operation details to get fairly treatment if such a demand is fair and does not cause harm the Foundation’s interest, goals and reputation set by the bylaws and all provisions.
SECTION 4-6-7 A member receives the Foundation’s newsletter and reports about the management/operation of the Foundation. S/he has equal right among members.
SECTION 4-6-8 A member has the obligation to not disclose any information or material of the Foundation to any non-members unless it is requested by laws.
SECTION 4-6-9 A member has the obligation to promote the Foundation, protect the interest and reputation of the Foundation.
SECTION 4-7 A membership status can be revoked if
SECTION 4-7-1 S/he requests in written, or
SECTION 4-7-2 S/he breaches the bylaws or other provision of the Foundation.
ARTICLE 5 – BOARD OF DIRECTORS
SECTION 5-1 The Board shall be the only governing body for the Foundation, and responsible for all activities and business conducted by the Foundation. The Board shall be responsible for selection and appointment of the president of the executive management team for the Foundation. The Board shall also be responsible for recommendation of the executive management team.
SECTION 5-2 The regular Board meetings shall be held at a minimum once every three months. The meetings of the Board shall be presided over by the Chair of the Board, or, if in her or his absence, by a Vice Chair of the Board. At least seven (7) days prior to the Board meetings, a notice shall be given to each director by the Chair or a vice. Such notice may be oral or in writing, may be given in person, by e-mail, by first class mail, by phone, or by facsimile, and shall state the place, date, time, and agenda items of the meeting. At least seven (7) days prior to the Board meetings, detailed material of the meeting need to be sent out to each director so that s/he can better understand the contents of the meeting. The Board shall decide on a matter by voting at a regular meeting, and every act or decision made by a majority of the members of the Board present at such meeting shall be the act of the entire Board, unless the Bylaws or provisions of local, state and federal laws require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 5-3 The candidate of new Board of Directors shall be nominated by a current Board member or Executive Management member and elected by members of the Foundation once every other year, and shall serve for a period of two years. To be eligible for new election, s/he should have served the Foundation for at least 200 volunteer hours per year for last two consecutive years.
SECTION 5-4 A new Board of Directors shall be elected by the ACCEF members in accordance with the procedures and format set forth by the prior Board. Such procedures and format must be approved by the majority members of the Foundation. The election shall be done in the form of the US postal mails, electronic mails, and/or raising hands during a general member meeting.
SECTION 5-5 Currently the Board consists of seven (7) members. During the Board’ s two-year term, the Board reserves its right to add or remove any member of the Board of Directors, with or without a cause. The Board shall elect its Chair and two (2) Vice Chairs.
SECTION 5-6 The Board appoints its secretary whose responsibilities are to record and edit the Board’s decisions and tasks. They should be written in the concise and accurate manner and sent to the Board within three (3) days. The secretary is also responsible for preparing press release, writing meeting minutes and maintaining documents. In her or his absence, the Chair appoints another Board member to act as the secretary.
SECTION 5-7 The Chair can hold his/her position for two (2) consecutive terms or four (4) consecutive years. The Board member can hold his/her position for four (4) consecutive terms or eight (8) years.
SECTION 5-8 Each Board member has the equal right. All the decision made by the Board must be voted by the Board members. It is required for more than half Board members to vote and pass a decision.
SECTION 5-9 Board members are required to attend all Board meetings and to vote when a decision is needed by the Board. If any Board member does not attend the Board meeting or does not vote without reasonable excuse for continuously 2 times or 4 accumulated times during the two year term, the Chair of Board shall send a written notice (by email or mail) to this member. If the Chair of Board does not attend the Board meeting or does not vote without reasonable excuse for continuously 2 times or 4 accumulate times during two years of term, the vice Chair shall send the notice to the Chair. After the notice is served, if the member does not attend the meeting or does not vote one more time without reasonable excuse, this Board member will be dismissed from Board, and will not be qualified for future Board member.
SECTION 5-10 If a director wishes to resign from the Board, s/he should submit to the Chair a written request. Such resignation shall be effective on the date of the next Board meeting following the receipt of the written request.
SECTION 5-11 The directors, all of whom are volunteers, shall receive no salaries for their services, and shall serve without compensation except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties on behalf of the Foundation.
SECTION 5-12 A person who donates $10,000 is granted as a honorable Board member in the current term. S/he does not need to attend the Board’s meeting but is consulted and informed with the Board’s decisions or can be invited to the Board meetings.
ARTICLE 6 – EXECUTIVE MANAGEMENT
SECTION 6-1 The Executive Management team, led by its President, shall be responsible for the overall operation and management of the Foundation. It establishes its operation and management regulations, guidelines and procedures to fulfill what was set by the bylaws, principal, goals and decisions of the Foundation.
SECTION 6-2 The Foundation’s Executive Management team consists of President and Vice Presidents for the various function departments of the Foundation as designated by the Board.
SECTION 6-3 The President is appointed by the Board. The President can hold her/his position for two (2) consecutive terms or four (4) consecutive years.
SECTION 6-4 The President shall call for and preside over general member meetings, and may make a status report of the work or an update on a specific issue. The President shall act on behalf of the Foundation when s/he communicates to the outside of this organization.
SECTION 6-5 The President recruits the executive management team with the recommendation of the Board from the members only. The President submits the Vice Presidency candidates to the Board for approval.
SECTION 6-6 Vice Presidents shall assist the President in overseeing the operations and managements of the Foundation and may be responsible for operations and managements of one or more specific departments as designated by the President. Under a circumstance where the President is in absence or simply unable to carry out his/her duties, the President may appoint or, if s/he is unable to appoint, the Board may elect or appoint one of the Vice Presidents to act on the President’s behalf.
ARTICLE 7 – VOLUNTEER
SECTION 7-1 The Foundation shall encourage, recruit and organize the enthusiastic individuals and groups in all communities to involve, participate and support in its activities and events as volunteers. Those events and activities should be supported and supervised by the Foundation. A volunteer or a volunteer group will not be paid or rewarded in any other financial forms. A volunteer does not have to be a member of the Foundation. The Foundation provides equal and fair opportunities to any volunteers without any discrimination of age, gender or race.
ARTICLE 8 – ADVISORY GROUP
SECTION 8-1 The Foundation’s Advisory Group shall comprise accomplished and influential individuals who are actively involved in the communities. The principal purpose and duty of the Advisory Group shall be to serve as advisors to the ACCEF Board of Directors and Executive Management team by asking questions, raising concerns, and making suggestions. The Board and/or Executive Management team shall provide responses to any inquiry by the Advisory Group in a timely fashion. If a matter is of importance to the Foundation, the Board shall direct staff to place it on the future agenda for discussion and possible implementation.
SECTION 8-2 The Advisory Group is appointed by the newly elected Board to serve for a two (2) year term.
SECTION 8-3 The Advisory Group shall be chaired by a Chief Advisor. The Advisory Group will not convene on a regular basis but can meet at the request of Chief Advisor to discuss matters pertinent to the Foundation’s business.
SECTION 8-4 The Chief Advisor can attend the Board meeting as needed if s/he is not the Board member.
ARTICLE 9 – OVERSEE COMMITTEE
SECTION 9-1 The Oversee Committee is to oversee whether the decisions, operations and managements of the Foundation comply with the bylaws, principals and guidelines of the Foundation.
SECTION 9-2 The Oversee Committee shall consist of the former Chair(s), former Board member(s), former President(s), former Vice President(s) and/or active member(s). Each committee member must have served the Foundation for at least fifty (50) volunteer hours per year for last two consecutive years. The committee consists of three (3) to five (5) members.
SECTION 9-3 The Oversee Committee shall be elected by members during as the Board election.
SECTION 9-4 The Oversee Committee members are elected by the member of the Foundation and are responsible for the all Foundation members. Once elected, they shall get themselves familiar with the bylaws, principals and guidelines of the Foundation.
SECTION 9-5 The Oversee Committee shall elect its Chief. The Oversee Committee will not convene on a regular basis but can meet at the request of Chief to discuss matters it is responsible. The Oversee Committee can appoint one of its members to attend the Board meeting if needed.
SECTION 9-6 Any member or volunteer can report an instance of the breach of the bylaws, principals or guidelines of the Foundation to the Oversee Committee in writing. S/he can request Oversee Committee to keep her/his name anonymous. S/he can also report the instance to the Board or the Executive Management.
SECTION 9-7 The Oversee Committee shall take the report seriously and conduct a preliminary investigation. If the Oversee Committee suspects that the bylaws, principals or guidelines of the Foundation is breached or needs clarification, it shall write to notice to the Board. After receiving the notice, the Board shall respond in writing in a timely fashion.
SECTION 9-8 If the Oversee Committee and the Board end up with different conclusions, the Oversee Committee shall render the instance, investigations and conclusions to members of the Foundation, call for a general member meeting to vote. The vote is ultimate. The majority (50% plus) votes conclude the instance. The Board shall take action to the responsible side accordingly.
SECTION 9-9 If the Oversee Committee is responsible for carrying out the Board selection according to the Board request.
ARTICLE 10 – OPERATION AND MANAGEMENT REGULATIONS
SECTION 10-1 Based on the bylaws and the provisions of the Foundation, function departments of the Foundation can set up their operation and management regulations according to their operation and management details. The regulations need to be approved by the Board. Upon approval, they serve as the appendixes of the bylaws and have the same power as the bylaws.
ARTICLE 11 – AMENDMENTS
SECTION 11-1 The Bylaws may be altered, amended or repealed at any regular or special Board meetings or general membership meetings, requiring a more than half vote by the members of the Board who are present at the Board meetings or by the ACCEF members who are present at the general membership meetings. Such alternations, amendments, or repealing shall be listed in the upcoming meeting agenda and be sent by the President to each and all members of the Foundation fourteen (14) days prior to the announced meeting if sent via first class mail, or seven (7) days prior to the announced meeting if sent via an email.
ARTICLE 12 – LIMITATIONS ON ACTIVITIES AND DISTRIBUTION OF ASSETS UPON DISSOLUTION
SECTION 12-1 The Foundation shall be organized under the conditions as specified in Section 3-1 of the Bylaws. Notwithstanding any other provisions of these Bylaws, the Foundation shall not conduct any activities that are not permitted to be conducted by an organization or corporation exempt from the 1986 edition of the Internal Revenue Code Section 501(c)(3) and as amended, or by an organization or corporation, contributions to which are income tax-deductible under the 1986 edition of the Internal Revenue Code Section 170(c)(2) and as amended.
SECTION 12-2 Upon the dissolution of the Foundation, its remaining assets after payment of all debts and liabilities of the Foundation and other obligations demanded by local, state and federal laws shall be distributed to any charitable entity organized under the Internal Revenue Code Section 501(c)(3), or to the federal government and their branches, or to a state or local government agency, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the state laws under which the Foundation is incorporated.
ARTICLE 13 – INDEMNIFICATION AND LIABILITIES
SECTION 13-1 The Foundation shall indemnify a member of the Board, President, Vice Presidents, and Directors of Fund Raising, members, employees or agents of the Foundation who was/were, is/are, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Foundation. The Foundation’s indemnification shall be governed by resolutions of the Board pertaining to procedure for indemnification payments, the Bylaws, and laws of the state of California.
SECTION 13-2 Members of the Foundation and donors who make contributions to the Foundation shall not personally liable for the debts, liabilities, or obligations of the Foundation.