By-law

 

1. In these by-laws unless there be something in the subject or context inconsistent there with

 

(a) "Society" means Halifax Chinese Language School Society.

 

(b) "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.

 

(c) "Special Resolution" means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

 

MEMBERSHIP

 

2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.

 

3. For the purposes of registration, the number of members of the Society is unlimited.

 

4. Every member of the Society shall be entitled to attend any general meeting of the Society and to vote at any general meeting of the Society and to hold any office, but there shall be no proxy voting.

 

5. Membership in the Society shall not be transferable.

 

6. The following shall be admitted to membership in the Society:

 

any individual over the age of 18 years residing in the Halifax area who upholds the objects of the Society and contributes to the support of the Society an amount to be determined at the General Meeting.

 

7. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society.

 

8. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.

 

FISCAL YEAR

 

9. The fiscal year of the Society shall be the period from January 1 to December 31.

 

10. (a)The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.

 

(b) An extraordinary general meeting of the Society may be called by the Board of Directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society.

 

11. Seven days notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members.Notice shall be given in writing, by electronic mail or by facsimile or by sending it through personal delivery or through the post in a prepaid letter addressed to each member at his last known address.Any notice shall be deemed to have been given by electronic means when transmission has been confirmed, and by post at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

 

12. At each ordinary or annual meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

 

·         Minutes of preceding general meeting;

 

·         Consideration of the annual report of the directors;

 

·         Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;

 

·         Election of directors for the ensuing year;

 

·         Election of officers;

 

·         Appointment of Auditors.

 

·         All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.

 

13. No business shall be transacted at any general meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of one-half the number of the members of the Society.

 

14. If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.

 

15. (a) The Chairman of the Board of Directors shall preside as Chairman at every general meeting of the Society;

 

(b) If there is no Chairman or if at any meeting he is not present at the time of holding the same, a member of the directors shall preside as Chairman;

 

(c) If there is no Chairman or director or if at any meeting neither the Chairman nor the director is present at the holding of the same, the members present shall choose someone of their number to be Chairman.

 

16. The Chairman shall have no vote except in the case of an equality of votes.In the case of an equality of votes, he shall have a casting vote.

 

17. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.

 

18. At any general meeting, unless a poll is demanded by at least ten members, a declaration by the Chairman that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.

 

19. If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chairman may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

 

VOTES OF MEMBERS

 

20. Every member shall have one vote and no more.

 

DIRECTORS

 

21. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than fifteen.The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

 

22. Any member of the Society shall be eligible to be elected a director of the Society.

 

23. Directors shall be elected by members at each ordinary or annual general meeting of the Society.

 

24. The members shall elect as a director, a representative nominated by each of the organizations, which support the work of the Society, and the remaining directors shall be elected by the members from among their number.

 

25. At the first ordinary or annual general meeting of the Society and at every succeeding ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.

 

26. In the event that a director resigns his office or ceases to be a member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.

 

27. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.

 

28. Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary.A meeting of directors may be held at the close of every ordinary or annual general meeting of the Society without notice.Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.

 

29. No business shall be transacted at any meeting of the Board of Directors unless at least two-thirds in number of the directors are present at the commencement of such business.

 

30. The Chairman or, in his absence, any director appointed from among those directors present shall preside as Chairman at meetings of the Board.

 

31. The Chairman may be entitled to vote as a director and, in the case of equality of votes, he shall have casting vote in addition to the vote to which he is entitled as a director.

 

POWERS OF DIRECTORS

 

32. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage a coordinator and to determine his duties and responsibilities and his remuneration. The directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.

 

OFFICERS

 

33. The officers of the Society shall be a Principal, a Vice-Principal, a treasurer and a secretary. The officers of treasurer and secretary may be combined.

 

34. The members shall elect one of their number to be the Principal of the Society. The Principal shall have general supervision of the activities of the Society and shall perform such duties as maybe assigned to him by the members from time to time.

 

35. The members may also elect from their number a Vice-Principal. The Vice-Principal shall, at the request of the members and subject to its directions, perform the duties of the Principal during the absence, illness or incapacity of the Principal, or during such period of the Principal may request him to do so.

 

36. (a) There shall be a secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him by the members. The members shall appoint the secretary and may also appoint a treasurer of the Society to carry out such duties as the members may assign. If the members think fit, the same person may hold both offices of secretary and treasurer.

 

(b) The directors may appoint a temporary substitute for the secretary who shall, for the purpose of these by-laws, be deemed to be the secretary.

 

AUDIT OF ACCOUNTS

 

37. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

 

38. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society’s affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.

 

39. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.

 

MISCELLANEOUS

 

40. The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change.

 

41. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

 

42. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.

 

43. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.

 

44. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.

 

45. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Principal or the Vice-Principal and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.

 

46. The borrowing powers of the Society may be exercised by special resolution of the members.


Appendix to By-Laws of Halifax Chinese Language School Society

 

BY-LAWS OF

 

HALIFAX CHINESE LANGUAGE SCHOOL

 

1. (a) The name of this School is the Halifax Chinese Language School that is hereafter referred to as the School.The School was first established by a group of Halifax Chinese scholars in 1993.

 

(b) The School is owned, operated and supported by the Halifax Chinese Language School Society that is hereafter referred to as the Society.The School operates within the by-laws of the Society.

 

2. (a) The objectives of the School are to promote teaching and learning of the Chinese language and culture, to promote mutual understanding and friendship among students, and to promote Sino-Canada cultural exchanges.

 

(b) The School is a nonprofit, non-political, and non-religious organization.It strives to achieve its objectives without prejudice toward any person or group.

 

(c) The School shall conduct regular (e.g. weekly) teaching sessions of the Chinese language and culture and may sponsor Chinese culture-oriented activities.The School adopts as its media of instruction the common Chinese language ``Pu-Tong-Hua", the latest simplified Chinese characters and the ``Pinyin" pronunciation system that is currently practiced in China.Upon the approval of the Board of Directors, the School may offer special classes in teaching dialects such as Cantonese.

 

4. (a) Students refer to individuals enrolled in the academic curricula of the School.

 

(b) The School shall be open to any applicants who are at least 5 years old (on September 1 of that year) and interested in learning the Chinese language and culture.Admissions shall be based on meeting academic and age requirements of individual classrooms, on the availability of teaching facilities, and on a "first come first serve" basis.

 

(c) Students or their parents/guardians shall pay the tuition and fees set up by the School.Limited scholarships may be available to qualified students between 5 to 15 years old with financial difficulty.

 

(d) The School shall not discriminate any person on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions policies, scholarship programs and other school-administered programs.

 

5. (a) The faculty of the School shall consist of all teachers and the Director of Teaching.The faculty members shall be appointed by the Executive Committee and have the required teaching skills of the Chinese language and/or culture.The teaching efforts of faculty members shall be compensated according to the rates set up by the Executive Committee.

 

(b) The faculty members shall elect a representative to serve on the Board of Directors and be eligible to serve as the Director of Teaching.

 

6. (a) The Executive Committee (EC) is the operational body of the School and headed by the Principal.It consists of a Principal, two Vice-Principals, and a Parent Committee Chairperson.The Principal and Vice-Principals are elected at the Society's annual meeting by all members and serve as directors.It is expected that the Principal and Vice-Principals shall work as a team in managing the School administrative operations.Hence they shall divide their responsibilities among themselves and communicate the decisions to the EC.The Principal shall chair the EC, a Vice-Principal may concentrate on academic matters, and the other Vice-Principal may serve as Treasurer and take care of financial matters.In absence of the Principal, the Vice-Principal for academic matters shall assume the full responsibilities of the Principal.

 

(b) The Principal and Vice-Principals may collectively appoint to the EC additional officers including a Secretary, a General Manager, a Director of Teaching, and an Assistant Treasurer.These additional officers are appointed to a one-year term and may be re-appointed.

 

(c) The responsibilities of the EC include:

 

·         Perform all duties defined by the School's Bylaws and report to the Board of Directors;

 

·         Identify annual goals, plan budget for the School, and manage the School operations;

 

·         Define rules for disciplinary actions for violation of the School rules;

 

·         Determine and publish School calendar (e.g., class events and parent meetings);

 

·         Determine School curricula (e.g., classes offered, textbooks, teaching plans, etc.);

 

·         Decide on tuition, fees, and compensation rate for teachers;

 

·         Interview and hire teaching staffs, and perform annual review on performance of teaching staffs;

 

·         Recommend to Board of Directors for dismissal of non-performing teachers;

 

·         Publish School student and staff directory;

 

·         Purchase supplies needed for teaching and School operations;

 

·         Disburse all expenses related to School operations according to the School budget and the Bylaws;

 

·         Prepare and publish annual reports (e.g. budget, treasury, special projects, etc.);

 

·         Recommend changes to School policies to the Board of Directors;

 

·         Collect tuition and fees, deposit all checks to the School to a bank account in a timely manner;

 

·         Disburse compensations/bonuses to teachers, expenses for School supplies, and other legitimate expenses according to School expense guidelines;

 

·         Keep all transaction records for book-keeping, auditing, and tax reporting purposes;

 

·         Ensure that donations to the School are in compliance with the Bylaws and applicable government regulations, and that the School's tax ID shall only be used for donations to the School;

 

·         Prepare Tax Return to Revenue Canada as required.

 

7. (a) The Parent Committee (PC) shall consist of a Chairperson, two Vice-Chairpersons, and a Parent Representative from each classroom.The Chairperson and the two Vice-Chairpersons are elected by and from parents at the Society's annual meeting and serve as directors.The Chairperson and Vice-Chairpersons collectively appoint the Parent Representatives and are expected to lead the efforts of carrying out the PC's responsibilities.The PC Chairperson is a member of the EC and shall attend the EC's meetings.The PC Chairperson shall designate a PC Vice-Chairperson to the EC and EC meetings in his/her absence.

 

(b) The responsibilities of the PC include:

 

Presenting parent's concerns to the EC and the Board of Directors, communicating major policy and decision discussion to parents, and assisting the Executive Committee to supervise the teaching and management of the School.In particular, the PC shall assist the EC in the registration process, in enforcing School rules and safety in the School hallway and parking lot, in organizing School-wide meetings, in acquisition of books and reading materials, in organizing the School's social and cultural activities such as seminars, picnic party and new Year's party, in organizing fund raising activities, in evaluating teaching qualities, and in auditing the School's financial statements.

 

8. The School shall establish an Advisory Board (AB) to facilitate interactions with other organizations, government agencies, private foundations and industries, and to facilitate fund raising activities.The Board of Directors shall have the authority to appoint the Advisory Board Members and to determine the functions of the Advisory Board.The term of the Advisory Board Members shall be determined by the Board of Directors.

 

9. (a) The Society's Board of Directors (BD) is the School's policy-making and legislative body.The directors shall include the School's Principal, Vice-Principals, PC Chairperson, PC Vice-Chairpersons, a Faculty Representative, and two general members.All BD members shall serve a one-year term and may be re-elected.There is no limit to the number of terms a member may serve.

 

(b) The Chairman of the Board of Directors shall be elected annually from the elected members by the members of the Board of Directors, and may be re-elected to the same office.

 

(c) The Board of Directors will meet at least three times a year.Meetings will be held at the call of the Chairman, or Principal in the absence of the Chairman, or a majority of the board members.Actions of the Board of Directors shall require the presence of a quorum and two-thirds of those voting.The quorum for the Board of Directors is two-thirds of its members.With a two-thirds affirmative vote, the Board of Directors may recommend to the general meeting to dismiss an elected officer or board member.

 

(d)As the policy-making and legislative body of the School, the Board of Directors shall make all decisions on the matter of policy. It shall:

 

·         adopt rules for the conduct of the School in harmony with the By-Laws;

 

·         lay out the long-term plan for the School;

 

·         appoint members of the Advisory Board (headed by BD Chair);

 

·         supervise the Executive Committee and the Parent Committee for the School operation;

 

·         approve the School budget and arrange the audit of the School account;

 

·         supervise the School's nomination and election process and fill temporary vacancies between elections;

 

·         appoint special purpose committees for targeted missions;

 

·         organize major fund raising activities for the School;

 

·         act upon recommendations received from the Advisory Board, the Parent Committee, and the Executive Committee and upon other matters submitted to it.

 

10. (a) The School shall have annual elections.All members of the Society shall be eligible to elect and be elected for the positions of Principal, Vice-Principals, and general members of the Board of Directors.Parent Committee Chairperson and Vice-Chairpersons shall be elected by and from parents.Faculty Representative shall be elected by and from faculty members.

 

(b) Each year, the Board of Directors shall submit at least one nomination for every position of the Directors.The School shall publish the nominations to the Society's members with a call for further nominations.Additional nominations may be made by submitting a petition signed by at least five voting members to the School at least 24 hours before the election.All other forms of nomination is prohibited unless specifically stated in a resolution passed by the Board of Directors. Election shall normally be held at the annual meeting of the School.Candidates shall be elected by a simple-majority vote according to the total number of votes.Ties shall be resolved by the Principal.

 

(c) All elected officials shall cease to hold office if the member resigns the office by written notice to the Secretary, or if at a BD meeting, a resolution is passed by two-thirds of the entire voting members of the Board of Directors that he or she be removed from office. Except as provided otherwise in the By-laws, the Board of Directors shall have the power to fill any position vacated by an elected official for the remainder of his/her term between elections.

 

11. The Board of Directors has the role and power to supervise elected officials.The BD needs to facilitate the resolution of any complaints in writing from any member of the School.If a complaint is forwarded by three or more members, BD must consider the complaint.With a two-thirds affirmative vote, BD can discipline an elected official and recommend to the general member meeting to remove an elected official.With the recommendation from BD and a simple majority vote by the general members, the general member meeting can remove an elected official.The removal of appointed EC members can be recommended either by a resolution from EC or five or more general members.The BD must decide to approve or reject such a recommendation following two-thirds majority rule of voting members of BD.

 

12. General meeting shall be called by the EC.If 20% or more general members call for a general meeting, a general meeting must be organized by the EC.There should be at least 2 weeks advance notice to general members for all general member meetings.

 

13. The EC shall have the responsibility of drawing up rates of tuition fees charged to each student and rates of compensation to teachers.All funds of the School shall be deposited into the bank account named ``Halifax Chinese Language School'' by the Vice-principal/Treasurer, who shall make disbursement therefrom under regulations of the EC and the BD.The Principal and the vice principal/Treasurer have sign power on the bank cheque of the School.

 

14. In the event of dissolution of the School, the Board of Directors shall, after paying or making provision for payment and discharge of all of the liabilities of the School, distributes all of the assets of the School exclusively for charitable and educational purposes.These assets shall be distributed to such organization(s), operated exclusively for these purposes and qualifying as exempt organization(s) under Revenue Canada regulation, as the Board of Directors shall determine.If the Board of Directors does not take such action, then the remaining property or assets shall be distributed to nonprofit charitable or educational organization(s) having power to engage in activities similar to those of the School.

 

15. Amendments to the Bylaws may be proposed by the Board of Directors or by a petition signed by as lease 10 parents.An amendment originating by petition shall be referred to the Board of Directors for a vote on its recommendation as to ratification.The BD shall publish a copy of the proposed amendment, together with the recommendation of the Board of Directors, inviting comments.The amendment shall be submitted to the General Meeting for discussion and vote.A two-thirds affirmative vote shall be required for ratification.

 

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