Hua Xia Chinese School Non-Profit Organization Bylaws Chiense Education By-Laws

BY-LAWS OF HUA XIA CHINESE SCHOOL INC.

Adopted on July 23 1994
First Version approved on December 13, 1995
Second Version approved on January 10th, 1998
Third Version approved on .......1998
Fourth Version approved on November 1999
Fifth Version approved on July 2000
Sixth Version approved on ? 2001

ARTICLE I. GOALS

Section 1. Goals. The goals of the Hua Xia Chinese School Inc. (the “School? “Hua Xia? are to promote Chinese language and culture, to help new Chinese immigrant youth and their parents to be better adjusted to the American education system and to promote the understanding between Chinese and other ethnic groups.

ARTICLE II. ORGANIZATION

Section 2. CORPORATION. The Hua Xia Chinese School Inc. was incorporated as a non-profit organization with the Registration Certificate from the Secretary of State of Texas. The School’s headquarters is located in Houston, Texas.

ARTICLE III. BOARD OF DIRECTORS

Section 3.1 Responsibilities. The affairs and propertied of the Hua Xia Chinese School Inc. shall be governed by the Board of Directors. The Board of Directors shall make plans for the School. The “Board?determines and interprets the Charter, By-laws and policies, recruit Principals and Associate principals, approve the annual budget, determine the tenure, salary range and compensation of the Principal and Vice principals, elect new members of the Board of Directors and Officers, and recruit Honorary Board of Directors.

Section 3.2 Number and Qualification. The number of the Board of directors shall be no less than nine, and no more than seventeen. The members of the Board of Directors shall be interested in the Chinese language and culture and shall be active in the community. Present and past parents and School staff are specially encouraged to apply for the Board member positions. New members of Board of Directors shall be nominated by one of the Board of Directors with another director second. Members of the Board of Directors shall be elected by a majority vote at annual Board meetings.

Section 3.2 Special Positions. The current Principals, Associate Principals and the Chairperson of the Parent Committee shall serve as the members of the Board during their official terms. Their Directorship shall be rendered after the completion of terms. However, they could remain as the Honorable Directors until the next annual election meeting and receive all the privilege of the Honorable Directors so designated by these By-laws.

Session 3.3 Term. The term of each elected Board of Directors shall be two years. Any director or officer may resign at any time. Such resignation shall be made in writing. Any director or officer who is absent from half of board meetings held during one year without presenting good causes thereof shall be considered to have resigned from the Officer and the Board of Directors.

Session 3.4 Meeting. The regular meetings of the Board of Directors of the School shall be held no less than four times and no more than ten times each year. All members should be notified of the meeting at least one week in advance. Regular meeting for annual election shall be held by the end of the year. The regular Board meetings are open to parents, students, and the staff except when confidential information is discussed and voting is proceeding. Visitors do not have the right to speak to the Board unless by specific invitation. Visitors will have ten minutes to ask the Board questions near the end or after each meeting.

Session 3.5 Rights. Members of the Board of Directors have the rights of voting and being elected as members of the Board and officers. They are volunteers. In case of a tie among Board members for voting, the Chair of the Board's vote can be counted twice as the tiebreaker.

Section 3.6 Officers. The organization shall have the following Officers: Chair of the Board of Directors, Secretary, and Treasurer. Chair of the Board shall not be the same person as the current-year Principal or the Chair of the Parents Committee. Officers shall be elected by the Board of Directors.

Section 3.7 Chair of the Board. The Chair of the Board shall be elected annually by the Board. The term of the Chair shall be two years. However, he or she may be re-elected up to four terms, if he or she agrees to serve and is nominated and qualified. The candidate(s) of the Chair must be the current director(s) who has served at least one (1) year at the Houston Hua Xia Chinese School Board.

ARTICLE IV. SCHOOL PRINCIPAL AND EXECUTIVE COMMITTEE

Section 4.1 Selecting Principal(s). The Principal shall be elected by the Board of Directors with a majority vote. Associate Principals shall be appointed by the principal and approved by the Board of Directors.

Section 4.2 Responsibilities. The principal(s) shall be responsible for the management of the School's daily operation, including recruiting teachers and administrative staff, improving the quality of education, making the annual budget, reporting to the Board of Directors, and representing the school in the community.

Section 4.3 Term. The term of the Principal(s) is two years. The election of School Principals and Associate Principals should be in different years from the Chair of the Board's election. The term of Principals may be extended for more than one year. In the absence of the Principal, the Associate Principal shall perform all the duties of the Principal.

Section 4.4 School Executive Committee. The School Executive Committee consists of Principal, Associate Principal(s) and other administrative staff as needed. The School Executive Committee headed by the Principal shall have regular meetings to discuss school affairs.

ARTICLE V. PARENTS COMMITTEE

Section 5.1 Parents Committee. Members of the Parents Committee shall be elected annually by the parents meeting at the beginning of each school year. The term of the members of the Parents Committee is one year and renewable. The Parents Committee shall consist of at least three members. The Chair of the Parents Committee shall be elected by the Parents Committee and he/she shall be the member of Board of Directors. The members of the parents Committee are volunteers. The Parents Committee may have her own activity plans and independent budget.

Section 5.2 Duties. The Parents Committee shall be responsible for: (1) Recruiting "room mother/father" for each class to assist instructors. (2) Making suggestion to improve the quality of school education. (3) Coordinating cultural events and fundraising activities.

ARTICLE VI. HONORARY BOARD OF DIRECTORS

Section 6.1 Qualification Honorary Board of Directors shall be selected by the Board of Directors. The following individuals are qualified as Honorary Board of Directors members: Leaders of other nonprofit organizations and other outstanding individuals in the Community who are interested in Chinese language education and youth development. Past Hua Xia Chinese School Board of Directors and principals. Business owners who contributed to the Hua Xia Chinese School $1,000 and more, or any individual who contributed to the school $500 and more.

Section 6.2 Responsibilities The Honorary Board of Directors are only responsible for providing consultation to the Board Directors. They function as the bridges between the School and the community. The honorary directors may attend board meetings but do not have voting rights. They are volunteers.

Section 6.3 Term. The term of each Honorary Board of Directors shall be one year and renewable.

ARTICLE VII. RACIALLY NONDISCRIMINATORY POLICY

Section 7.1 Admission. The School does not discriminate in any way with respect to student admissions on the basis of race, sex, color, religion, national origin, physical disability and military status. Any one, who is interested in learning Chinese language and arts and pays the tuition, can enroll in the school, use the facilities and exercise student privileges.

Section 7.2 Equal Employment Opportunity. The School is an equal employment opportunity employer. The School does not discriminate against any employees and perspective applicants for employment because of age, sex, race, color, religion, national origin, physical disability and military status. Employment and promotion opportunities are open to qualified individuals solely on the basis of their education, training, experience, aptitudes and abilities.

ARTICLE VIII NET EARNINGS

Section 8.1 School Income and Expenses. School income shall be from student tuition, donation, and school fundraising. School expenses includes but not limited to the rental for the classrooms and other facilities, salaries for the instructors and administration staff, activity expenses, etc. All annual surplus shall be saved in a school Development Fund. No part of the net earnings of the School shall inure to the benefit of or be distributed to its Board of Directors, officers or other private persons except to pay the compensation for providing services.

Section 8.2 The School is organized exclusively for educational, charitable and scientific purposes. The School shall not be involved in any propaganda or otherwise attempting to influence legislation, and the School shall not participate in any political campaign on behalf of any candidate for public offices.

ARTICLE IX. DISSOLUTION

Section 9. Dissolution. On discontinuance of the Hua Xia Chinese School Inc. by dissolution, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, the assets of the school to be transferred to charitable, educational or other similar organization that is qualified as a charitable organization under Section 501 (C) (3), Internal Revenue Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located.

ARTICLE X. AMENDMENTS

Section 10.1 Amendments. These By-laws may be altered, amended, or repealed, or new By-laws may be adopted, by two thirds of the Board of Directors at any duly held meeting of the Directors, provided that notice of such proposed action shall have been contained in the notice of any such meeting. These By-laws should be reviewed on an annual basis.

Section 10.2 Effective Date The original By-laws was adopted by the Board of Directors of the Hua Xia Chinese School Inc. at their July 23 1994 Board of Directors meeting and was revised on December 13, 1995, Board of Directors meeting. The Board of the Hua Xia Chinese School Inc. reviewed and approved some revisions of the above By-laws at the January 10, 1998, Board of Directors meeting. Therefore, the above By-laws shall be effective on January 10th, 1998.

Section 10.3 Branch Schools Hua Xia Chinese School at Galveston is a franchise branch of Hua Xia Chinese School, Inc. The operations and financial activities of the Galveston Branch are independent from the main branch. This section was approved by a Board of Directors meeting, and became effective on November 6, 1999.

Hua Xia Chinese School at Sugar Land is a subsidiary branch of Hua Xia Chinese School, Inc. The subsidiary branch uses the same bank account as the main campus. This section was approved by a Board of Directors meeting, and became effective on July 15, 2000.

The Principal and Associate Principal(s) of any subsidiary branch in the Greater Houston area is elected by the Principal of the main campus and approved by the Board of Directors. A principal for a subsidary school is considered as an associate principal of the entire school. This paragraph was approved and adopted by a Board of Directors meeting and became effective on June 30, 2001

The Chairperson of the Parents Committee for Sugar Land is automatically a member of the Board of Directors. The term as a member of the Board is the same as the term of the Chairpersonship - one year. This paragraph was approved and adopted by a Board of Directors meeting and became effective on January 26, 2002.

Section 10.4 Reviews. The By-Laws of the School should be reviewed by the Board of Directors on an annual basis. This paragraph was approved and adopted by a Board of Directors meeting and became effective on September, 2001.

Section 10.5 A Vice Chairperson position is added to the Board of Directors. A Vice Chairperson is recommended and approved by the Chairperson. A Vice Chairperson's term is the same as the Chairperson's. A Vice Chairperson shares some responsibilities with the Chairperson and functions in the capacility as a Chairperson in case when the Chairperson is out of town or during other emergency situations. This paragraph was approved and adopted by a Board of Directors meeting and became effective on May 5, 2002.

Chairman of the Board of Directors: _________________ Date: _____________ Chang, Xiangbin

Secretary of the Board of Directors: __________________ Date: ____________ Zhang, Xiankuan