ARTICLE III – BOARD OF DIRECTORS

 

1. BOARD OF DIRECTORS

The Center shall have one Boards of Directors for the Center. It shall be known as the Board of Directors. All reference to “Board of Directors” shall mean Executive Directors, unless otherwise unequivocally refers to the Board of Directors. To the extent not limited or prohibited by law, the Articles of Incorporation, or these Bylaws, the Executive Directors shall have the authority to exercise the powers of the Center and to direct the business affairs of the Center.

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2. Executive Directors.

2.A. Minimum Number. The number of Executive Directors shall not be decreased to fewer than three (3). Each Executive Director position shall be sequentially numbered. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.

2.B. Executive Directors. A candidate for Executive Director shall complete the application as the Executive Directors. The application shall be approved or denied based on simple majority of the existing Executive Directors at Annual Meeting of Executive Directors.

2.C. Term. The Executive Directors shall be divided into two equal or close to equal number of Executive Directors in two groups known as “Group 1″ and “Group 2″. Group 1 shall serve for a two-year term beginning on odd-numbered year; and Group 2 shall serve for a two year term beginning on even-numbered year.

2.D. Vacancy. All vacancies of Executive Directors shall be filled by a simple majority vote of existing Executive Directors. Any Executive Directors who fill vacancies shall serve for the duration of the term for the position being filled.

2.E. Dues and Removal. Executive Directors shall pay $1,000.00 dues for each year of service, and file application for Directorship with the Secretary. The amount of dues may be adjusted by a simple majority of the vote of the Executive Board. Executive Director annual dues are due and payable not later than January 31st of each year the dues are payable. All Executive Director who fails to pay his or her annual dues by January 31st of the year on which the Dues are due shall be administratively removed and considered vacant. The administratively removed Executive Director shall be notified in writing or otherwise to the last known address of the removal. If within 30 days following an administratively removed Executive Director pays the dues in full, the position shall be automatically reinstated. However, if no dues are paid after 30 days following the administratively removed Executive Director, the position shall be considered vacant. Any Executive Director who has not paid the membership fees shall not be permitted to vote, until the fees are paid or otherwise reinstated.

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3. BOARD OF DIRECTORS.

A Board Member shall have power to ratify actions of the Executive Directors and other voting power as expressly provided in this Bylaws. The number of Board Members is not limited. A Board Member shall pay $500 annual dues. The authority of the Board of Directors shall be subject to the terms of Article 5 Property.

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4. QUALIFICATIONS

A person must be at least eighteen years of age and must be a resident of Harris County or a resident of a county that shares a part of its political boundaries with Harris County in order to be eligible for the position of Executive Director. Residency shall be determined in accordance with the laws that govern voter registration.

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4. RESIGNATION/REMOVAL.

A Director, or any officials may be removed from office, with or without cause, by a 2/3 majority vote of all Executive Directors who have paid their dues within 30 days of the vote.

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5. RESIGNATION.

A director may resign by providing a notice of such resignation to the Center. The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice. Acceptance of the resignation shall not be required to make the resignation effective.

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5. VACANCIES AND INCREASE IN NUMBER OF DIRECTORS

Any vacancy occurring in the Executive Board may be filled by the affirmative vote of a majority of the remaining Executive Board members. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.

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6. ANNUAL MEETING OF DIRECTORS

Immediately following each annual meeting of the Executive Directors, the Executive Board elected at such meeting shall hold an annual meeting at which they shall elect officers and transact such other business as shall come before the meeting. The notices to Board of Directors shall be sent for all annual meetings not later than 10 days prior to the meeting. Notices published in local Korean-American media shall be considered sufficient notice to the Board. The time and place of the annual meeting of the Executive Directors may be changed by resolution of the Executive Directors.
Notwithstanding other provisions to the contrary, notice by last known e-mail address to the Directors shall be sufficient.

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7. REGULAR MEETING OF DIRECTORS

Regular meetings of the Executive Directors may be held with or without notice at such time and place as may be from time to time determined by the Executive Directors.

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8. SPECIAL MEETINGS OF DIRECTORS

The Secretary shall call a special meeting of the Executive Directors whenever requested to do so by the Chairperson or by three (3) or more Executive Directors. Such special meeting shall be held at the date and time specified in the notice of meeting.

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9. PLACE OF DIRECTORS’ MEETINGS

All meetings of the Executive Directors shall be held either at the principal office of the Center or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting or executed waiver of notice.

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10. NOTICE OF EXECUTIVE DIRECTORS’ MEETINGS

Notice of any meeting of the Executive Directors shall be given at least two days previously thereto by written notice delivered personally, e-mail, or sent by mail or telegram to each Director at his or her address as shown by the records of the Center. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, the postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transaction at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

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11. QUORUM AND VOTING OF DIRECTORS

A quorum for the transaction of business by the Directors shall be a majority of the number of directors fixed by these Bylaws. The act of the majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Executive Directors, unless the act of a greater number is required by law or the Articles of Incorporation.

A director may vote in person or by proxy executed in writing by the director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

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12. COMPENSATION

Directors, as such, shall not receive any stated salary for their services, but by resolution of the Executive Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board or Directors. A director shall not be precluded from serving the Center in any other capacity and receiving compensation for such services. Member of committees may be allowed similar compensation and reimbursement of expenses for attending committee meetings.

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13. ACTION BY DIRECTORS WITHOUT MEETING

Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the Executive Directors, or any action which may be taken at a meeting of the Executive Directors or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Executive Directors entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

If the Center’s Articles of Incorporation so provide, any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the Executive Directors or any action that may be taken at a meeting of the Executive Directors of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Executive Directors or committee members as would be necessary to take that action at a meeting at which all of the Executive Directors or members of the committee were present and voted.

Each written consent shall bear the date of signature of each Director or committee member who signs the consent. A written consent signed by less than all of the Executive Directors or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Center in the manner required by this section, a consent or consents signed by the required number of Executive Directors or committee members is delivered to the Center at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Center having custody of the books in which proceedings of meetings of Executive Directors or committees are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Center’s principal place of business shall be addressed to the Chairperson or principal executive officer of the Center.

Prompt notice of the taking of any action by Executive Directors or a committee without a meeting by less than unanimous written consent shall be given to all Executive Directors or committee members who did not consent in writing to the action.

If any action by Executive Directors or a committee is taken by written consent signed by less than all of the Executive Directors or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the Executive Directors or committee members, that written consent has been given in accordance with the provisions of Article 1396-9.10 of the Texas Non-Profit Corporation Act and that any written notice required by such Article has been given.

A telegram, telex, e-mail, cablegram, or similar transmission by a Director or member of a committee or a photographic, photostatic, facsimile, or similar reproduction of a writing signed by a Director or member of a committee shall be regarded as signed by the Director or member of a committee for purposes of this section.

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14. COMMITTEES

14. A. The Executive Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees and its chairperson, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Executive Directors in the management of the Center, except that no such committee shall have the authority of the Executive Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Center; amending the articles of Incorporation; restating articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Center; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Center; authorizing the voluntary dissolution of the Center or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Center; or amending, altering or repealing any resolution of the Executive Directors which by its terms provides that it shall not be amended, altered or repeated by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.

14. B. Other committees not having and exercising the authority of the Executive Directors in the management of the Center may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.

14. C. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Center and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.

14. D. Each committee should have at least one member.

14. E. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

14. F. Unless otherwise provided in the resolution of the Executive Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

14. G. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules, regulations, or policies adopted by the Executive Directors.

14. H. HOUSTON KOREAN SCHOOL. Houston Korean School shall be a standing Committee of the Center. The Principal shall serve for a term of two (2) years with the consent of Executive Directors. The Principal shall be deemed an officer of the Center for the purpose of this Bylaws. The term of Principal shall begin in May of even-numbered year.

Principal shall have the following duties:

1. Submit to Executive Directors for approval rules and regulations of the School;

2. Submit to Executive Directors for approval annual budget, which shall be separated into Spring semester, Fall semester, and Summer semester;

3. Submit to Executive Directors for approval annual financial report;

4. Submit to Executive Directors for any termination or hiring of teachers;

5. Timely inform and participate in NAKS or other similar training programs and select teacher(s) who may participate in the training program to enhance the teaching quality of Houston Korean School;5. Ti

6. Confer with teachers and parents about most effective operation of the school.

14. I. CULTURAL COMMITTEE. Cultural Committee shall be a standing Committee of the Center. The Chairman of the Committee shall serve for a term of two (2) years with the consent of Executive Directors. The Chair of Cultural Committee shall be deemed an officer of the Center for the purpose of this Bylaws. The term of Cultural Committee Chair shall begin in May of odd-numbered years.

1. Submit to Executive Directors for approval rules and regulations of the Committee;

2. Submit to Executive Directors for approval annual budget, which shall be separated into Spring semester, Fall semester, and Summer semester;

3. Submit to Executive Directors for approval annual financial report;

4. Submit to Executive Directors for any termination or hiring of instructors or a program.

14. J. BUILDING MANAGEMENT COMMITTEE. Building Management Committee shall be a standing Committee of the Center so long as Center owns a real property. The Chairman of the Committee shall serve for a term of one (1) year with the consent of the Executive Directors. The Chair of the Cultural Committee shall be deemed an officer for the purpose of this Bylaws. The term of Building Management Committee Chair shall begin on January 1.

1. Submit to Executive Directors for approval rules and regulations of the Committee;1.

2. Submit to Executive Directors for approval annual budget, which shall be separated into Spring semester, Fall semester, and Summer semester;

3. Submit to Executive Directors for approval annual financial report;

4. Submit to Executive Directors for any termination or hiring of instructors or a program.

14. K. MEMBERSHIP COMMITTEE. Membership Committee shall be a standing committee of the Center. The Chairman of the Committee shall serve for a term of two (2) years beginning on the even-numbered year. The committee shall be responsible for:

1. Soliciting and collecting application for all Executive Directors;

2. Making recommendation to the Executive Directors to fill vacancies;

3. To investigate and make recommendation for termination of any Director or officers;

4. To enlarge membership to Executive Directors and Board of Directors;

14. J. FUND COMMITTEE. Fund Committee shall be a standing committee of the Center. The Chairman of the Committee shall serve for a term of two (2) years beginning on odd-numbered year. The committee shall be responsible for:

1. Soliciting, collecting, and maintaining funds for the operation of Center;

2. Conducting fund-raising campaigns and drives;

3. All day-to-day operation of the building or Center or any of its committee shall not be expended from the principal of this fund;

4. Any expenditure from this fund shall be expended on a written resolution of 2/3 majority of the Executive Directors.

14. K. All Standing Committee Chairs and Ad Hoc Committee Chairs shall perform the following duties and obligations:

1. Attend all meetings of the Executive Directors and all meetings of the members;

2. Timely submit for approval annual or school-year budgets for approval by Executive Directors;

3. Timely submit for approval tuition charged, any scholarship or special grants given to any students;

4. Promptly report all persons hired or terminated;

5. Executive Directors may select a liaison Board member to observe and make recommendations on the operation of any or all committees and report the operation to the Executive Board.

6. Inform and train all personnel of responsible committee of the rules, procedures, and policies of the committee operations, including safety and security procedures;

7. Promptly submit all appeals of the decisions of the Committee chair to the Chairman of the Board of Directors;

8. Timely and accurately execute all rules, procedures, Bylaws, and policies and other directives and resolutions of the Center;

9. Timely perform all directives of the Executive Directors;

10. APPEALS. Any decisions of the Standing and Ad-Hoc committee shall be subject to review by the Chairman of the Board, and Any decision of the Chairman shall be subject to review by the Executive Board. Each Committee shall submit to Executive Board forms and procedures to inform all affected by their decision of the appeals process.