Bylaws
BYLAWS
ARTICLE I. Name
The organization shall be known as Taoli-Chinese Language Educators in the Mid-Atlantic in English and 中大西洋桃李中文教育者学会in Chinese. It is abbreviated in English as TAOLI-CLEMA.
ARTICLE II. Purposes
TAOLI-CLEMA is a non-profit, nonpolitical academic and educational organization organized and operated in the Commonwealth of Pennsylvania exclusively for educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as now in effect or as may hereafter be amended.
The purposes of this organization are:
- To serve Chinese language educators in K-16 in the Mid-Atlantic region, including but not limited to Delaware, Maryland, New Jersey, and Pennsylvania by providing a platform for collaboration and exchange of ideas and information.
- To enhance the quality of Chinese language education at all educational levels and across Chinese programs in different schools and institutes through collaboration, professional development, and research.
- To provide Chinese language educators at all educational levels with opportunities for career advancement and leadership development in both language teaching and intercultural competence
No part of the net earnings of TAOLI-CLEMA shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that TAOLI-CLEMA shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth above. TAOLI-CLEMA shall not participate in, or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, TAOLI-CLEMA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III. MEMBERSHIP
Section 3.01. Members
Any person who subscribes to the purposes of TAOLI-CLEMA as set out in Article II, and pays the appropriate dues may be admitted to membership.
Section 3.02. Dues and Voting
From time to time, the Board of Directors shall determine the dues for membership. All members shall be eligible to vote on TAOLI-CLEMA business and hold office in TAOLI-CLEMA.
Section 3.03. Termination of Membership
Any member may withdraw from TAOLI-CLEMA by so specifying in writing to the Secretary or by nonpayment of dues. Such members may be automatically reinstated upon payment of dues. Members may also be dropped from membership by vote of the Board of Directors for behavior incompatible with the goals of the Association. Reinstatements will occur upon favorable vote of the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.01 Number of Directors
The number of Directors of TAOLI-CLEMA shall be at least five and no more than ten. Within such limits, the number of Directors may be fixed or changed from time to time at any meeting of the Board of Directors or at any meeting of the members of TAOLI-CLEMA, provided that the notice of either of such meetings sets forth the proposed change.
Section 4.02 Directors and Officers
The first Board of Directors of TAOLI-CLEMA shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office respectively of President, Vice-President, and Secretary until the first election of Directors. Thereafter, the Board of Directors of TAOLI-CLEMA shall include five officers (a President, a Vice-President, an Immediate-past President, a Secretary, a Treasurer) and 1-5 elected Directors, who may also assume the roles of Outreach Editor, Webmaster, Director of Professional Development or other Appointed Officer positions. The term for the initial Board of Directors, including the mentioned above, should be two years or when members reach 75, whichever occurs first.
Section 4.03. General Duties
The property and affairs of TAOLI-CLEMA shall be managed by the Board of Directors. Directors shall serve without compensation.
Section 4.04. Annual Meeting
TAOLI-CLEMA shall hold an Annual Meeting of its members. At the annual meeting, the following business must be conducted:
- The officers of TAOLI-CLEMA shall present reports on the work of the previous year.
- Any items of business raised by a group of three eligible member shall be discussed.
- The President of TAOLI-CLEMA shall report on the state of TAOLI-CLEMA and the field.
Section 4.05. Election
Elected Officers, including President, Vice President, Secretary, and Treasurer shall be elected biannually by the whole membership through electronic ballot at least one month prior to the Annual Meeting. Any eligible member may nominate him/herself or other members of the Association for the positions of officers, and member names shall be included on the ballot for election. The candidates on the Slate of Candidates prepared by the Nominating Committee receiving the highest number of votes shall be declared officers. Officers shall serve for two years. Terms begin upon the adjournment of the Annual Meeting of TAOLI-CLEMA in the year of the election and end upon adjournment of the Annual Meeting two years thereafter. Other Directors shall be elected every three years by the whole membership with the same procedure as used for the officer election.
Terms for all the officers, including the President, Vice President, Immediate-past President, Secretary, and Treasurer are all two years. Terms for other Directors are three years. Any individual may not serve a second term as an officer, but may continue to serve as a member of the Directors right after his or her first term ends for an additional year. Any vacancy in the Board of Directors resulting from any cause whatsoever (including an increase in the number of authorized Directors) may be filled by the Board of Directors in meeting or by electronic ballot, or may be filled by a vote of the Membership of TAOLI-CLEMA at the first Annual Meeting held after such vacancy shall occur, or at a special meeting called for that purpose.
Section 4.06. Regular Meeting
The Board of Directors shall hold a regular meeting at the annual meeting for the purpose of organization and transaction of business at such time and place as may be decided by the Directors. The Secretary shall prepare the minutes of the meeting for distribution to the Membership.
Section 4.07. Special Meeting
Special meetings of the Board of Directors may be called by the President or must be called at the request of at least three members of the Board of Directors. In such a case, the President must give a two-week advance notice.
Section 4.08. Quorum and Actions of the Board
One-half of the Board of Directors at the time in office present in person shall constitute a quorum for the transaction of business. In the absence of a quorum, discussions may be held and recommendations made, but votes on TAOLI-CLEMA business shall be conducted among the entire membership of the Board of Directors by electronic ballot. At scheduled meetings of the Board of Directors, if a quorum of Directors is present, actions by the Board of Directors shall be taken by majority vote of Directors present at the meeting. For issues decided by the Board of Directors by electronic ballot, actions of the Board of Directors shall be taken by majority vote of all Directors.
ARTICLE V. ELECTED OFFICIERS
Section 5.01. Elected Officers
TAOLI-CLEMA shall have a President, a Vice-President, a Secretary, and a Treasurer each an Elected Officer. Each shall serve for two years, commencing with the adjournment of the Annual Meeting when he or she is elected and continuing until the adjournment of the Annual Meeting two years thereafter.
Section 5.02. Duties of Elected Officers
The Elected Officers shall be members of the Board of Directors and continue as Directors throughout their terms in elected office, unless he or she resigns or is removed according to Article VII.
President
The President shall preside over all meetings of the Membership and the Board of Directors. The President shall be TAOLI-CLEMA's chief spokesperson and representative, appoint and oversee all committees, and outline the long-range goals of the organization. The President shall work closely with Vice-President, Secretary, and Treasurer in conducting the business of TAOLI-CLEMA.
Vice-President
The Vice President is responsible for planning and implementing annual conference, assisting President, to serve as Acting President in the absence of President. Vice President shall resume Presidency after completing two-year term, unless disapproved by the 2/3 membership.
Immediate Past President
The President shall become Immediate Past President at the end of the President's term, which should be no longer than two years. Immediate Past President shall be available for advice and counsel to President and Board and for program consultation to the profession.
Secretary
The Secretary shall maintain a database of TAOLI-CLEMA members which includes their names and contact information, keep minutes of all meetings of the Board of Directors and of Members of TAOLI-CLEMA, and facilitate communication across all members and standing committees.
Treasurer
The Treasurer shall collect annual dues and all contributions, receive and give receipt for moneys due and payable to the Association, deposit all moneys received by him/her in the name of TAOLI-CLEMA in a bank designated by the Board of Directors, have charge of the disbursal of the funds of the Association in accordance with the directions of the Board of Directors, enter or cause to be entered regularly in books-to be kept by him/her or under his/her directions, exhibit the books of account of the Association at all reasonable times to any Member of the Board of Directors upon request, and report balance and prepare financial reports to members and to IRS for tax purposes.
ARTICLE VI. Appointed Officers
Section 6.01. Appointed Officers
The President shall nominate from time to time for approval by the Board of certain Appointed Officers including but not limited to those defined in Articles 5.02. The term of the Appointed Officers are two years. The Appointed Officers can also serve as members of the Program Committee, Nominating Committee, Advocacy Committee, or Ad Hoc Committee(s), as the President may determine.
Section 6.02. Outreach Editor
Outreach Editor for TAOLI-CLEMA shall:
a. Prepare and write regular emails to inform TAOLI-CLEMA members of events, updates, notifications, and any other relevant matters as needed approved by the board of directors; and
b. Work closely with Board of Directors to write annual report
Section 6.03. Webmaster
Webmaster for TAOLI-CLEMA homepage shall:
a. Oversee design and maintenance of TAOLI-CLEMA website, coordinate server maintenance and upgrade, and serve as liaison between TAOLI-CLEMA and the host institution (if any); and
b. Work closely with Elected Officers (as defined in Article IV) in coordinating information presented on the TAOLI-CLEMA website.
Section 6.04. Director for Professional Development
Director for Professional Development for TAOLI-CLEMA shall:
- organize a Professional Development workshop per year, and assist Vice President to organize an annual Professional Development Conference;
- oversee workshop and conference programs, if needed, direct Program Committee to review conference proposals, invite speakers, communicate with presenters, and facilitate any other relevant activities.
Section 6.05. Regional Representatives
Regional Representatives for TAOLI-CLEMA shall:
- Circulate all information/flyer about workshops, forums, conferences, and other relevant; professional development opportunities provided and shared by TAOLI;
- Assist with promoting events, preparing workshops and conference, and communicating with members in the designated regions;
- Collect feedback and comments from attendants of TAOLI events and share with board members
- Provide information/updates for TAOLI newsletters;
- Recruit teachers in each assigned region, but not limited to;
- Survey and document teachers’ wishlists of topics for professional development opportunities;
ARTICLE VII.
RESIGNATION, REMOVAL, OR REPLACEMENT OF OFFICERS, OR DELEGATION OF DUTY
Section 7.01. Removal and Replacement
Notwithstanding the stated terms of Officers (including Elected Officers and Appointed Officers), the Board of Directors may remove an Officer on grounds of inadequate performance with two-third of the directors’ approval of such a removal. In the case of removal of an Officer, the Board of Directors may decide upon his or her replacement to serve the remaining term of his or her position.
Section 7.02. Delegation of Responsibility
In case of absence of any Officer, or for other reason that may seem sufficient to the Board of Directors, the Board of Directors may, without removal, delegate that person's powers and duties to another Member of TAOLI-CLEMA for such period as may be deemed proper.
Section 7.03. Resignation
Any Officer may resign at any time by giving two-week advance written notice to the President. In the case of resignation of an Officer, the Board of Directors may decide upon his or her replacement to serve the remaining term of his or her position.
ARTICLE VIII. STANDING COMMITTEES
Section 8.01. Nominating Committee
There shall be a Nominating Committee consisting of President, Vice President, Immediate Past President and representatives of each sector, eg. K-8, 9-12, and high education institutes.
The Nominating Committee may nominate persons to be presented for election or ensure self-nominated members to be included in the election to the Board of Directors (including Elected Officers). These nominations shall be forwarded to Secretary who shall conduct the election.
Section 8.02. Program Committee
There shall be a Program Committee consisting of a Program Chair, served by a member of the Board of Directors, usually the Director of Professional Development, and one or more members appointed by President.
The Program Committee shall organize two workshops per year, one of which include assisting Vice President to organize an annual membership meeting and joint conference of TAOLI-CLEMA.
Section 8.03. Finance Committee
There shall be a Finance Committee consisting of President and one or more members to be appointed by the President.
The Finance Committee shall plan and implement fundraising activities to raise fund for TAOLI-CLEMA, all activities shall be in complete compliance with the Internal Revenue Code and rules and regulations of the Commonwealth of Pennsylvania.
The Finance Committee shall review TAOLI-CLEMA budget and finance, and shall advise the Board of Directors annually on the financial condition of TAOLI-CLEMA.
Section 8.04. Advocacy Committee
There shall be an Advocacy Committee consisting of a Chair, who must be the secretary, and one or more members to be appointed by the Board of the Directors.
The Advocacy Committee shall increase TAOLI-CLEMA membership, and disseminate and publicize information and materials to promote study of Chinese language and culture at all educational levels.
Section 8.05. Ad Hoc Committee
The President is authorized to form ad hoc committees to carry out certain tasks. The members in ad hoc committees do not have to be seating members of the Board of Directors. The Committee(s) will be dissolved once the task is completed.
ARTICLE IX. AMENDMENTS AND DISSOLUTION
Section 9.01. Adoption of Bylaws
These bylaws shall take effect immediately after they are approved by the initial Board of Directors.
Section 9.02 Interpretation of Bylaws
The authority to interpret the bylaws shall be reserved to the Board of Directors.
Section 9.03. Amendment by Members
These Bylaws may be altered, amended, or repealed by a majority of the votes of the Board of Directors present in person or by proxy, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal. The same may be approved by email, in which case the majority of the votes of a quorum of the Board of Directors shall be required for any proposed amendment.
Section 9.04. Distribution of Assets on Dissolution
Upon dissolution of TAOLI-CLEMA, all of the remaining assets and property shall, after paying or making provision for the payment of all of the liabilities and obligations of TAOLI-CLEMA and for necessary expenses thereof, be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as the Board of Directors shall determine. In no event shall any of such assets or property to be distributed to any member, director, trustee, officer, or any private individual. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of TAOLI-CLEMA is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
BYLAWS
ARTICLE I. Name
The organization shall be known as Taoli-Chinese Language Educators in the Mid-Atlantic in English and 中大西洋桃李中文教育者学会in Chinese. It is abbreviated in English as TAOLI-CLEMA.
ARTICLE II. Purposes
TAOLI-CLEMA is a non-profit, nonpolitical academic and educational organization organized and operated in the Commonwealth of Pennsylvania exclusively for educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as now in effect or as may hereafter be amended.
The purposes of this organization are:
- To serve Chinese language educators in K-16 in the Mid-Atlantic region, including but not limited to Delaware, Maryland, New Jersey, and Pennsylvania by providing a platform for collaboration and exchange of ideas and information.
- To enhance the quality of Chinese language education at all educational levels and across Chinese programs in different schools and institutes through collaboration, professional development, and research.
- To provide Chinese language educators at all educational levels with opportunities for career advancement and leadership development in both language teaching and intercultural competence
No part of the net earnings of TAOLI-CLEMA shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that TAOLI-CLEMA shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth above. TAOLI-CLEMA shall not participate in, or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, TAOLI-CLEMA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III. MEMBERSHIP
Section 3.01. Members
Any person who subscribes to the purposes of TAOLI-CLEMA as set out in Article II, and pays the appropriate dues may be admitted to membership.
Section 3.02. Dues and Voting
From time to time, the Board of Directors shall determine the dues for membership. All members shall be eligible to vote on TAOLI-CLEMA business and hold office in TAOLI-CLEMA.
Section 3.03. Termination of Membership
Any member may withdraw from TAOLI-CLEMA by so specifying in writing to the Secretary or by nonpayment of dues. Such members may be automatically reinstated upon payment of dues. Members may also be dropped from membership by vote of the Board of Directors for behavior incompatible with the goals of the Association. Reinstatements will occur upon favorable vote of the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.01 Number of Directors
The number of Directors of TAOLI-CLEMA shall be at least five and no more than ten. Within such limits, the number of Directors may be fixed or changed from time to time at any meeting of the Board of Directors or at any meeting of the members of TAOLI-CLEMA, provided that the notice of either of such meetings sets forth the proposed change.
Section 4.02 Directors and Officers
The first Board of Directors of TAOLI-CLEMA shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office respectively of President, Vice-President, and Secretary until the first election of Directors. Thereafter, the Board of Directors of TAOLI-CLEMA shall include five officers (a President, a Vice-President, an Immediate-past President, a Secretary, a Treasurer) and 1-5 elected Directors, who may also assume the roles of Outreach Editor, Webmaster, Director of Professional Development or other Appointed Officer positions. The term for the initial Board of Directors, including the mentioned above, should be two years or when members reach 75, whichever occurs first.
Section 4.03. General Duties
The property and affairs of TAOLI-CLEMA shall be managed by the Board of Directors. Directors shall serve without compensation.
Section 4.04. Annual Meeting
TAOLI-CLEMA shall hold an Annual Meeting of its members. At the annual meeting, the following business must be conducted:
- The officers of TAOLI-CLEMA shall present reports on the work of the previous year.
- Any items of business raised by a group of three eligible member shall be discussed.
- The President of TAOLI-CLEMA shall report on the state of TAOLI-CLEMA and the field.
Section 4.05. Election
Elected Officers, including President, Vice President, Secretary, and Treasurer shall be elected biannually by the whole membership through electronic ballot at least one month prior to the Annual Meeting. Any eligible member may nominate him/herself or other members of the Association for the positions of officers, and member names shall be included on the ballot for election. The candidates on the Slate of Candidates prepared by the Nominating Committee receiving the highest number of votes shall be declared officers. Officers shall serve for two years. Terms begin upon the adjournment of the Annual Meeting of TAOLI-CLEMA in the year of the election and end upon adjournment of the Annual Meeting two years thereafter. Other Directors shall be elected every three years by the whole membership with the same procedure as used for the officer election.
Terms for all the officers, including the President, Vice President, Immediate-past President, Secretary, and Treasurer are all two years. Terms for other Directors are three years. Any individual may not serve a second term as an officer, but may continue to serve as a member of the Directors right after his or her first term ends for an additional year. Any vacancy in the Board of Directors resulting from any cause whatsoever (including an increase in the number of authorized Directors) may be filled by the Board of Directors in meeting or by electronic ballot, or may be filled by a vote of the Membership of TAOLI-CLEMA at the first Annual Meeting held after such vacancy shall occur, or at a special meeting called for that purpose.
Section 4.06. Regular Meeting
The Board of Directors shall hold a regular meeting at the annual meeting for the purpose of organization and transaction of business at such time and place as may be decided by the Directors. The Secretary shall prepare the minutes of the meeting for distribution to the Membership.
Section 4.07. Special Meeting
Special meetings of the Board of Directors may be called by the President or must be called at the request of at least three members of the Board of Directors. In such a case, the President must give a two-week advance notice.
Section 4.08. Quorum and Actions of the Board
One-half of the Board of Directors at the time in office present in person shall constitute a quorum for the transaction of business. In the absence of a quorum, discussions may be held and recommendations made, but votes on TAOLI-CLEMA business shall be conducted among the entire membership of the Board of Directors by electronic ballot. At scheduled meetings of the Board of Directors, if a quorum of Directors is present, actions by the Board of Directors shall be taken by majority vote of Directors present at the meeting. For issues decided by the Board of Directors by electronic ballot, actions of the Board of Directors shall be taken by majority vote of all Directors.
ARTICLE V. ELECTED OFFICIERS
Section 5.01. Elected Officers
TAOLI-CLEMA shall have a President, a Vice-President, a Secretary, and a Treasurer each an Elected Officer. Each shall serve for two years, commencing with the adjournment of the Annual Meeting when he or she is elected and continuing until the adjournment of the Annual Meeting two years thereafter.
Section 5.02. Duties of Elected Officers
The Elected Officers shall be members of the Board of Directors and continue as Directors throughout their terms in elected office, unless he or she resigns or is removed according to Article VII.
President
The President shall preside over all meetings of the Membership and the Board of Directors. The President shall be TAOLI-CLEMA's chief spokesperson and representative, appoint and oversee all committees, and outline the long-range goals of the organization. The President shall work closely with Vice-President, Secretary, and Treasurer in conducting the business of TAOLI-CLEMA.
Vice-President
The Vice President is responsible for planning and implementing annual conference, assisting President, to serve as Acting President in the absence of President. Vice President shall resume Presidency after completing two-year term, unless disapproved by the 2/3 membership.
Immediate Past President
The President shall become Immediate Past President at the end of the President's term, which should be no longer than two years. Immediate Past President shall be available for advice and counsel to President and Board and for program consultation to the profession.
Secretary
The Secretary shall maintain a database of TAOLI-CLEMA members which includes their names and contact information, keep minutes of all meetings of the Board of Directors and of Members of TAOLI-CLEMA, and facilitate communication across all members and standing committees.
Treasurer
The Treasurer shall collect annual dues and all contributions, receive and give receipt for moneys due and payable to the Association, deposit all moneys received by him/her in the name of TAOLI-CLEMA in a bank designated by the Board of Directors, have charge of the disbursal of the funds of the Association in accordance with the directions of the Board of Directors, enter or cause to be entered regularly in books-to be kept by him/her or under his/her directions, exhibit the books of account of the Association at all reasonable times to any Member of the Board of Directors upon request, and report balance and prepare financial reports to members and to IRS for tax purposes.
ARTICLE VI. Appointed Officers
Section 6.01. Appointed Officers
The President shall nominate from time to time for approval by the Board of certain Appointed Officers including but not limited to those defined in Articles 5.02. The term of the Appointed Officers are two years. The Appointed Officers can also serve as members of the Program Committee, Nominating Committee, Advocacy Committee, or Ad Hoc Committee(s), as the President may determine.
Section 6.02. Outreach Editor
Outreach Editor for TAOLI-CLEMA shall:
a. Prepare and write regular emails to inform TAOLI-CLEMA members of events, updates, notifications, and any other relevant matters as needed approved by the board of directors; and
b. Work closely with Board of Directors to write annual report
Section 6.03. Webmaster
Webmaster for TAOLI-CLEMA homepage shall:
a. Oversee design and maintenance of TAOLI-CLEMA website, coordinate server maintenance and upgrade, and serve as liaison between TAOLI-CLEMA and the host institution (if any); and
b. Work closely with Elected Officers (as defined in Article IV) in coordinating information presented on the TAOLI-CLEMA website.
Section 6.04. Director for Professional Development
Director for Professional Development for TAOLI-CLEMA shall:
- organize a Professional Development workshop per year, and assist Vice President to organize an annual Professional Development Conference;
- oversee workshop and conference programs, if needed, direct Program Committee to review conference proposals, invite speakers, communicate with presenters, and facilitate any other relevant activities.
Section 6.05. Regional Representatives
Regional Representatives for TAOLI-CLEMA shall:
- Circulate all information/flyer about workshops, forums, conferences, and other relevant; professional development opportunities provided and shared by TAOLI;
- Assist with promoting events, preparing workshops and conference, and communicating with members in the designated regions;
- Collect feedback and comments from attendants of TAOLI events and share with board members
- Provide information/updates for TAOLI newsletters;
- Recruit teachers in each assigned region, but not limited to;
- Survey and document teachers’ wishlists of topics for professional development opportunities;
ARTICLE VII.
RESIGNATION, REMOVAL, OR REPLACEMENT OF OFFICERS, OR DELEGATION OF DUTY
Section 7.01. Removal and Replacement
Notwithstanding the stated terms of Officers (including Elected Officers and Appointed Officers), the Board of Directors may remove an Officer on grounds of inadequate performance with two-third of the directors’ approval of such a removal. In the case of removal of an Officer, the Board of Directors may decide upon his or her replacement to serve the remaining term of his or her position.
Section 7.02. Delegation of Responsibility
In case of absence of any Officer, or for other reason that may seem sufficient to the Board of Directors, the Board of Directors may, without removal, delegate that person's powers and duties to another Member of TAOLI-CLEMA for such period as may be deemed proper.
Section 7.03. Resignation
Any Officer may resign at any time by giving two-week advance written notice to the President. In the case of resignation of an Officer, the Board of Directors may decide upon his or her replacement to serve the remaining term of his or her position.
ARTICLE VIII. STANDING COMMITTEES
Section 8.01. Nominating Committee
There shall be a Nominating Committee consisting of President, Vice President, Immediate Past President and representatives of each sector, eg. K-8, 9-12, and high education institutes.
The Nominating Committee may nominate persons to be presented for election or ensure self-nominated members to be included in the election to the Board of Directors (including Elected Officers). These nominations shall be forwarded to Secretary who shall conduct the election.
Section 8.02. Program Committee
There shall be a Program Committee consisting of a Program Chair, served by a member of the Board of Directors, usually the Director of Professional Development, and one or more members appointed by President.
The Program Committee shall organize two workshops per year, one of which include assisting Vice President to organize an annual membership meeting and joint conference of TAOLI-CLEMA.
Section 8.03. Finance Committee
There shall be a Finance Committee consisting of President and one or more members to be appointed by the President.
The Finance Committee shall plan and implement fundraising activities to raise fund for TAOLI-CLEMA, all activities shall be in complete compliance with the Internal Revenue Code and rules and regulations of the Commonwealth of Pennsylvania.
The Finance Committee shall review TAOLI-CLEMA budget and finance, and shall advise the Board of Directors annually on the financial condition of TAOLI-CLEMA.
Section 8.04. Advocacy Committee
There shall be an Advocacy Committee consisting of a Chair, who must be the secretary, and one or more members to be appointed by the Board of the Directors.
The Advocacy Committee shall increase TAOLI-CLEMA membership, and disseminate and publicize information and materials to promote study of Chinese language and culture at all educational levels.
Section 8.05. Ad Hoc Committee
The President is authorized to form ad hoc committees to carry out certain tasks. The members in ad hoc committees do not have to be seating members of the Board of Directors. The Committee(s) will be dissolved once the task is completed.
ARTICLE IX. AMENDMENTS AND DISSOLUTION
Section 9.01. Adoption of Bylaws
These bylaws shall take effect immediately after they are approved by the initial Board of Directors.
Section 9.02 Interpretation of Bylaws
The authority to interpret the bylaws shall be reserved to the Board of Directors.
Section 9.03. Amendment by Members
These Bylaws may be altered, amended, or repealed by a majority of the votes of the Board of Directors present in person or by proxy, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal. The same may be approved by email, in which case the majority of the votes of a quorum of the Board of Directors shall be required for any proposed amendment.
Section 9.04. Distribution of Assets on Dissolution
Upon dissolution of TAOLI-CLEMA, all of the remaining assets and property shall, after paying or making provision for the payment of all of the liabilities and obligations of TAOLI-CLEMA and for necessary expenses thereof, be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as the Board of Directors shall determine. In no event shall any of such assets or property to be distributed to any member, director, trustee, officer, or any private individual. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of TAOLI-CLEMA is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.