ARTICLES OF THE ASSOCIATION
OF
POMONA VALLEY CHINESE SCHOOL

The Articles of the Association of Pomona Valley Chinese School, executed on June 30, 1976, amended first time on November 23, 1976, the second time on July 16, 1979, the third time on April 30, 1988, and the fourth time on June 15, 1992, are re-written below in the manner of consolidating the original and four amendments into one combined version:

ARTICLE I. Name

The name of this Association shall be the POMONA VALLEY CHINESE SCHOOL.

ARTICLE II. Purpose

The purpose of this organization shall be to provide for the teaching of the Chinese language and to promote and perpetuate Chinese culture in the community. The organization shall be non-profit, nonsectarian, and shall provide its services to anyone regardless of race, color, or creed with no discrimination.
This association does not contemplate the pecuniary gain or profit to the members thereof and it is organized solely for the non-profit purposes.
No substantial part of the activities of this association shall consist of carrying on propaganda or otherwise attempting to influence legislation; this association shall not participate in or distribute any statements, on behalf of any candidate for public office.

ARTICLE III. Membership

There shall be one class of members of this Association who shall be the Board of Directors of this association. No member of this Association shall be personally liable for the debts, liabilities, or obligations of the Association.

ARTICLE IV. Board of Directors

The Board of Directors shall consist of fifteen (15) members. All members shall be elected pursuant to Article V below, and one member shall be parent representative, who shall be the president of the Parents Teachers Association (PTA) of the School, and shall represent the interest of the parents of the students attending the School.

ARTICLE V. Election of Board of Directors

Each and every director shall be elected with a majority vote by the existing and active Board of Directors to a three-year term. During the last board meeting in June each school year, one-third of the Board of Directors (four or five members) shall be replaced. Directors whose term expires may be re-elected to the Board. Unless resigned or otherwise dismissed as stated in this Articles of the Association, each and every director shall maintain an active directorship until his or her replacement is elected.

ARTICLE VI. Office of the Board

The Board of Directors shall elect among themselves the following officers: Chairman of the Board, Principal of the School, Secretary, Treasurer, Social Director, and other such officers as the Board of Directors may desire to establish. All officers shall be elected to a one-year term, and may be re-elected each year.

ARTICLE VII. Responsibilities of the Board and Duties of the Officers and Directors

The Board shall have the following specific responsibilities:
A. To elect new directors of the Board pursuant to Article V above.
B. To add, delete, and amend the Article of the association pursuant to Article X below.
C. To elect officers of the Board pursuant to Article Vi above.
D. To establish the basic principles of, functions and policies of, and provide guidance for, the School.
E. To dismiss, with a two-third majority vote of the entire Board and in due process, Principal of the School for reasons of incompetence, insubordination, or criminal activities.
F. To approve or disapprove any single, major disbursement of the School that exceeds $250.00.
G. To plan and execute annual fund-raising events for the School.
H. To assist and help in various capacities on school matters as requested by the Principal of the School.
I. To serve as the final arbitrator in the events of complaints, disagreements, and conflicts of interest between, or among parents, teachers, and school administrative personnel.

Additionally, officers and Directors of the Board shall attend all regular and special Board meeting called by the Chairman, or by two Board members, jointly, with good standing. Absence from three meetings in a year, without proper reasons, shall constitute and automatic dismissal from the membership of the Board.

The specific duties of the officers and directors shall be as follows:
A. The chairman shall call for all regular and special Board meetings, and presides over the meetings.
B. The Principal of the School shall be responsible for the management and operation of the School, and shall represent the School in all dealings with outside organizations and agencies, both public and private.
C. The secretary shall record, keep, and distribute the minutes of all official meetings of the Board, and shall be responsible for all correspondences related to the business of the Board.
D. The treasurer shall be responsible for all financial matters of the Association, including the filing of annual tax return; shall prepare annual financial report to the Board at the end of the fiscal year; and shall assist the Principal of the School to prepare and evaluate the status of the school budget as requested by the Principal.
E. The social director shall be responsible for planning and executing all fund raising and related activities, and shall assist the Principal of the School in dealing with outside organizations and agencies, both public and private.
F. All directors shall assist the Principal of the School with their ideas, suggestions, helps, and other ways and means, on all school matters regarding curriculum, budget, operation, and any other issues critical to the success of the School.

ARTICLE VIII. Meetings

The Board of Directors shall meet regularly once every three month on the first Sunday of September, December, March, and June of the year, unless otherwise notified. A simple majority shall constitute a quorum. Special meetings may be called anytime by chairman or by any two (2) members of the Board, by giving all members of the Board at least three (3) days notice of the special meeting.

ARTICLE IX. Committees

The Board of Directors may establish whatever committees it decides necessary to aid in the school's operation and functions.

ARTICLE X. Amendments

These Articles of Association may be amended by a majority vote of the Board of Directors at any regular or special directors' meeting.

ARTICLE XI. Dissolution

In the event the Association is dissolved, any assets, remaining after the payment of or the provision for the payment of all debts and liabilities of this Association, shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code and Section 23701 (d) of the Revenue and Taxation Code of the State of California. No part of the profit income or assets of this Association shall ever be paid to, or for the benefit of any director, officer, or member of this Association.