이사회정관

(Bylaws)

KCC 이사회 정관

BYLAWS of Korean Community Center

ARTICLE I – OFFICES

 

1. REGISTERED OFFICE AND AGENT

The registered office and registered agent of the Korean Community Center (hereinafter “Center”) shall be as set forth in the Center’s Articles of Incorporation. The registered office or the registered agent may be changed by resolution of the Executive Directors, upon making the appropriate filing with the Secretary of State.

2. PRINCIPAL OFFICE

The principal office of the Center shall be at 1809 Hollister Rd., Houston, Texas 77080 (also known as 8806 Long Point Rd., Houston, Texas 77080), provided that the Executive Directors shall have the power to change the location of the principal office.

 

ARTICLE II – MEMBERS

 

1. NO MEMBERS

The Center shall not have any members as that term is used in Chapter 22, Sub-chapter D of the Texas Business Organizations Code. All day-to-day decisions of the Center shall be made by the Executive Directors. The Executive Directors may, however, create a non-voting members and define their duties, rights, and obligations.

 

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

 

ARTICLE IV – OFFICERS

 

1. NUMBER OF OFFICERS

The officers of a Center shall consist of a chairperson and a secretary and may also consist of one or more vice-chairperson, a treasurer, a principal, and such other officers and assistant officers as may be deemed necessary. New offices may be created and filled at any meeting of the Executive Directors. Any two or more offices may be held by the same person, except the offices of Chairperson and secretary. A committee duly designated may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of both Chairperson and secretary.

2. ELECTION OF OFFICERS AND TERM OF OFFICE

All officers shall be elected or appointed annually by the Executive Directors at the regular annual meeting of the Executive Directors for such terms not exceeding two (2) years.

3. REMOVAL OF OFFICERS, VACANCIES

Any officer elected or appointed may be removed by the Executive Directors whenever in their judgment the best interests of the Center will be served thereby. 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. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Directors for the unexpired portion of the term.

4. POWERS OF OFFICERS

Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Executive Directors shall from time to time designate. All officers shall perform their duties subject to the directions and under the supervision of the Executive Directors. The Chairperson may secure the fidelity of any and all officers by bond or otherwise.

All officers and agents of the Center, as between themselves and the Center, shall have such authority and perform such duties in the management of the Center as may be provided in theses Bylaws, or as may be determined by resolution of the Executive Directors not inconsistent with these Bylaws.

In the discharge of a duty imposed or power conferred on an officer of a Center, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Center or another person, that were prepared or presented by: (1) one or more other officers or employees of the Center, including members of the Executive Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.

5. CHAIRPERSON

The Chairperson shall be the chief executive officer of the Center and shall preside at all meetings of all directors and members. Such officer shall see that all orders and resolutions of the board are carried out, subject however, to the right of the directors to delegate specific powers, except such as may be by statute exclusively conferred on the Chairperson, to any other officers of the Center.

The Chairperson or Vice-Chairperson shall execute all legal instruments requiring a seal, in the name of the Center. When authorized by the board, the Chairperson or any Vice-Chairperson may affix the seal to any instrument requiring the same, and the seal when so affixed shall; be attested by the signature of either the Secretary or an Assistant Secretary.

The Chairperson shall be ex-officio a member of all standing committees.

The Chairperson shall submit a report of the operations of the Center for the year to the directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.

6. VICE-CHAIRPERSON

The Vice-Chairperson, or Vice-Chairpersons in order of their rank as fixed by the Executive Directors, shall, in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson, and they shall perform such other duties as the Executive Directors shall prescribe.

7. THE SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the Executive Directors and all meetings of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the members and all meetings of the Executive Directors and shall perform such other duties as may be prescribed by the Executive Directors. The Secretary shall keep in safe custody the seal of the Center, and when authorized by the Executive Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary.

The Assistant Secretaries shall in order of their rank as fixed by the Executive Directors, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and they shall perform such other duties as the Executive Directors shall prescribe.

In the absence of the Secretary or an Assistant Secretary, the minutes of all meetings of the board and members shall be recorded by such person as shall be designated by the Chairperson or by the Executive Directors.

8. THE TREASURER AND ASSISTANT TREASURERS

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Center and shall deposit all moneys and other valuable effects in the name and to the credit of the Center in such depositories as may be designated by the Executive Directors.

The Treasurer shall disburse the funds of the Center as may be ordered by the Executive Directors, taking proper vouchers for such disbursements. The Treasurer shall keep and maintain the Center’s books of account and shall render to the Chairperson and directors an account of all of his or her transactions as Treasurer and of the financial condition of the Center and exhibit the books, records and accounts to the Chairperson or directors at any time. The Treasurer shall disburse funds for capital expenditures as authorized by the Executive Directors and in accordance with the orders of the Chairperson, and present to the Chairperson for his or her attention any requests for disbursing funds if in the judgment of the Treasurer any such request is not properly authorized. The Treasurer shall perform such other duties as may be directed by the Executive Directors or by the Chairperson, including conducting or retaining an auditor for an audit.

If required by the Executive Directors, the Treasurer shall give the Center a bond in such sum and with such surety or sureties as shall be satisfactory to the Executive Directors for the faithful performance of the duties of the office and for the restoration to the Center, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the incumbent’s possession or under the incumbent’s control belonging to the Center.

The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and they shall perform such other duties as the Executive Directors shall prescribe.

 

ARTICLE V – PROPERTY

 

No real property owned by Center shall be sold, gifted, disposed, transferred, or otherwise hypothecated without 75% of the vote of paid members of the Executive Directors, and majority of paid Board of Directors. All such sale, gift, disposal, transfer, or hypothecation of any real property shall be contingent on a reasonable written guaranty that the students of the Center shall have sufficient classroom and adequate facility to study Korean language. Such payment of the dues must have been paid not later than 60 days prior to said vote.

The Center shall be authorized either through directly or through a committee to provide all reasonable management of any and all real property owned by Center. Such management duties may include entering into a lease agreement, use agreements, service agreements, repair agreements, and such other agreements reasonably necessary for the effective management of the property.

 

ARTICLE VI – INDEMNIFICATION AND INSURANCE

 

1. INDEMNIFICATION

The Center shall have the full power to indemnify and advance expenses pursuant to the provisions of the Texas Non-Profit to any person entitled to indemnification under the provisions of the Texas Non-Profit Corporation Act.

2. INSURANCE

The Center may purchase and maintain insurance or another arrangement on behalf of any person who is or was a member, director, officer, teacher, principal, employee, or agent of the Center or who is or was serving at the request of the Center as a director, officer, partner, venturer, proprietor, trustee, teacher, principal, employee, agent, or similar functionary of another foreign or domestic Center, employee benefit plan, other enterprise, or other entity, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Center would have the power to indemnify him or her against that liability. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Center would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the Executive Directors of the Center. Without limiting the power of the Center to procure or maintain any kind of insurance or other arrangement, the Center may, for the benefit of persons indemnified by the Center, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Center; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the Center or with any insurer or other person deemed appropriate by the Executive Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Center. In the absence of fraud, the judgment of the Executive Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

 

ARTICLE VII – MISCELLANEOUS

 

1. WAIVER OF NOTICE

Whenever any notice is required to be given to any member or director of the Center under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

2. MEETINGS BY TELEPHONE CONFERENCE OR OTHER REMOTE COMMUNICATIONS TECHNOLOGY

Subject to the provisions required or permitted by the Texas Non-Profit Corporation Act and these Bylaws for notice of meetings, members of the Center, members of the Executive Directors, or members of any committee may participate in and hold a meeting of such Directors, board, or committee by means of: (1) conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other; or (2) another suitable electronic communications system, including videoconferencing technology or the Internet, only if: (a) each Director entitled to participate in the meeting consents to the meeting being held by means of that system; and (b) the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other participant. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3. SEAL

The Center may adopt a corporate seal in such form as the Executive Directors may determine. The Center shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Center.

4. CONTRACTS

The Executive Directors may authorize any officer or officers, agent or agents of the Center, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Center, and such authority may be general or confined to specific instances.

5. CHECKS, DRAFTS, ETC.

All checks, drafts or other instruments for payment of money or notes of the Center shall be signed by such officer or officers or such other person or persons as shall be determined from time to time by resolution of the Executive Directors.

6. DEPOSITS

All funds of the Center shall be deposited from time to time to the credit of the Center in such banks, trust companies, or other depositories as the Executive Directors may select.

7. GIFTS

The Executive Directors may accept on behalf of the Center any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Center. All gifts or donations that are specially designated for a given purpose by the doner shall be used for the designated purpose, provided that an amount not exceeding 10% may be deducted or used for administrative purposes.

 

8. BOOKS AND RECORDS

The Center shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Directors, Executive Directors, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote. A Director of the Center, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Center relevant to that purpose, at the expense of the Director.

9. FINANCIAL RECORDS AND ANNUAL REPORTS

The Center shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Center, including all income and expenditures, in accordance with generally accepted accounting practices. All records, books, and annual reports If required by law) of the financial activity of the Center shall be kept at the registered office or principal office of the Center in this state for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The Center may charge for the reasonable expense of preparing a copy of a record or report.

10. BUDGET
The Center shall operate on an approved budget, either based on fiscal year or based on school year. All Committees of the Center shall submit a budget to be approved by the Executive Directors. Any and all amount exceeding $500 per expenditure and maximum of $2,000 per year may be spent by a Committee shall require consent of the Executive Directors.

11. FISCAL YEAR

The fiscal year of the Center shall begin on January 1 of a fiscal year and terminate on December 31 of the same year, or as otherwise determined by the Executive Directors.

12. MERGER PROVISIONS

This provision shall be effective for the duration of merger between Houston Korean School and Korean Community Center:

  1. All provisions of the Agreement of Merger between the two organizations shall be effective, provided that in the event of any conflict, the provisions of this Bylaws shall be deemed to have amended the agreement by the agreement of the parties.

  2. Until December 31, 2015, the existing members of the Board of Directors each organization shall merge, and a new Executive Directors and Board of Directors shall be installed beginning January 1, 2016.

  3. All persons who have paid Executive Directors dues in 2015 to either organizations, and submitted an application shall be deemed Executive Directors without Group designation for the remainder of the years of 2015.

  4. All person who shall have paid Executive Directors dues for the 2016 shall be Executive Directors with the following Group designation:

    1. About half of such Executive Directors who were members of the Board of Korean Community Center shall be designated Group 1, having one (1) year term.

    2. The remaining half of such Executive Directors who were members of Korean Community Center shall be designated Group 2, having two (2) year term.

    3. About half of such Executive Directors who were members of the Board of Houston Korean School shall be designated Group 1, having one (1) year term.

    4. The remaining half of such Executive Directors who were members of Houston Korean School shall be designated Group 2, having two (2) year term.

    5. Any Executive Directors who were members of both organizations or those who were not directors of either organizations shall be permitted to choose either Group 1 or 2 provided that the number of Executive Directors in Groups 1 and 2 are as close to equal as possible.

  5. This provision shall be effective immediately. However, the official merger shall occur in September, 2016, and all documents to effect the merger shall be filed at or before October 1, 2016.
     

 
 

ARTICLE VIII – CONSTRUCTION

 

1. PRONOUNS AND HEADINGS

All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate. All headings herein are for the parties’ convenience only and neither limit nor amplify the provisions of this Agreement.

2. INVALID PROVISIONS

If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforce-ability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby.

 

ARTICLE IX – AMENDMENT OF BYLAWS

 

The Executive Directors may adopt new Bylaws by a simple majority, provided that such adoption does not have the effect of repeal of any Bylaws, or unless the Articles of Incorporation or the Texas Non-Profit Corporation Act limit such powers. Any repeal or amendment to the Bylaws shall require not less than 2/3 of all members of the Executive Directors who have paid their membership dues not later than 60 days prior to the vote to repeal or amend Bylaws, provided that any amendment that affects the sale of real property shall require 75% of Executive Directors and additional simple majority of Board of Directors.
Adopted by the Executive Directors on May 14, 2015.

Chairperson


Secretary

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