Corporate By-Laws

CORPORATE BY-LAWS

 

ARTICLE 1--CORPORATE NAME, PURPOSES AND POWERS

 

Section 1  Name.

The name of this corporation shall be Pittsburgh Japanese School, hereinafter referred to in the by-laws as PJS.

 

Section 2  Primary Purpose.

The primary purpose of PJS is to provide Japanese language skills, history, mathematics, and Japanese culture instruction to the children of Japanese persons, as well as to interested people of any other nationalities, in this area.

 

Section 3  General Purpose and Powers.

PJS shall have the purposes and powers stated in its Articles of Incorporation, and such other powers as are now or may be granted hereafter by the Non-Profit Corporation Law of 1988 of Commonwealth of Pennsylvania, or any successor legislation.

 

Section 4  Specific Purposes and Powers.

  a.  Establishing basic educational policies
b.  Maintaining public relations with government agencies, local communities, and host school
c.      Establishing and approving the budget
d.      Fund raising
e.       Setting teacher’s salaries and fringe benefits
f.        Overseeing the school facilities and equipment

 

ARTICLE 2 -- OFFICES AND FISCAL YEAR

 

Section 1  Registered office.

The registered office of PJS in the Commonwealth of Pennsylvania shall be at

500 Squaw Run Road East

Pittsburgh ,Pennsylvania 15238

 

The Board of Directors may from time to time change the address of its registered office by duly adopted resolution, and amend these By-Laws by filing the appropriate statement with the Pennsylvania Department of State.

 

Section 2  Fiscal year.

The fiscal year of PJS shall begin on the first day of April of each year and shall end the last day of March.

 

ARTICLE 3 -- BOARD OF DIRECTORS

Section 1  Powers.

The Board of Directors shall have full power to conduct; manage and direct the business and affairs of PJS; and all powers of PJS are hereby granted to and vested in the Board of Directors, provided, however, that the Board of Directors shall first obtain the approval from the parents of the students of the school at the parents’ meeting by a vote of more than one half of the parents present or represented by proxy, with regard to the following matters:
   a.   Amendment or repeal of any description of these by-laws, or adoption of new by- laws.

   b.   Annual budget.

   c.   Change of admission fee or tuition.

   d.   Any asset purchase of the amount of $3,000.00 or more for one item.

   e.   Change of permanent location of school.
   f.   Any other matter which is important for the operation of the school may be referred by the Board of Directors or a majority of the parents at a Parents’ meeting to a separate Parents’ Meeting.   

 

Section 2  Number.

The Board shall consist of up to eight but no less than six Directors.

 

Section 3  Election and Terms of Directors.

  a.   First Board of Directors. The initial Board of Directors shall be constituted by the incorporators and other persons. The initial Board of Directors was elected by theparents of school students. Those Directors shall serve until the end of the fiscal year, and continue until their successors are elected.
b.      Term of the Board of Directors. The Board of Directors shall serve minimum of one year, up to three years.
c.       Format of the Election. One director is the school Principal.  For the other Directors, the candidates (at least one but no more than two times the number of Directors to be elected) shall be nominated from the parents of students of the school.  Up to seven but no less than five directors are elected by the parents of the school.

 

Section 4  Responsibility of the Chairman.

The Chairman of the Board is appointed by the Board of Directors.

At every meeting of the Board of Directors, the Chairman of the Board, or in case of a vacancy in the office or absence of the Chairman , a chair chosen by a majority of the Directors present, shall preside. The chairman shall sign, execute, and acknowledge, in the name of PJS, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors, except in case where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Lows, to another director.

 

Section 5  Treasurer.

The Treasurer shall be appointed by the Board of Directors. The Treasurer shall be responsible for managing the finances of PJS, maintaining PJS’financial books and records, and reporting to the Board of Directors on a periodic basis the current financial position of PJS. The Treasurer shall be a member of the Board of Directors.

 

Section 6  Secretary.

The Secretary shall attend all meetings of the Board of Directors and shall record all the votes of the Directors in a book or books to be kept for that purpose; shall see that written notices of meetings are given and records and reports properly kept and filed by PJS as required by law; and shall be the custodian of the seal of PJS. The Secretary shall be a member of the Board of Directors.

 

Section 7  Resignations.

Any Director may resign at any time by giving written notice to the Chairman of the Board. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8  Removal.

Any director may be removed at any time by a vote of non confidence of more than two-third of the parents.

 

Section 9  Vacancies.

The Board of Directors may declare vacant the office of Director if he/she is declared of unsound mind by an order of court, or if convicted of a felony, or for any other proper cause. Vacancies are filled by a majority vote of the remaining members of the Board of Directors. The Board of Directors shall immediately notify the parents of the appointment of the new director. When the Chairman of the Board resigns, the Board of Directors may appoint any Director to fill the vacancy.

 

Section 10  Place of Meetings.

The meeting of the Board of Directors may be held at such places as a majority of the Directors may from time to time appoint, or may be designated in the notice calling the meeting.

 

Section 11  Notice of the Meetings.

The general meetings are held on the first school day of each month at the school and the  agenda is provided to each Director at the start of the meeting. For other meetings, called Special Meetings, the notice shall be given to each Director personally. Otherwise, notice shall be given in writing at least five days in advance of the meeting. Attendance of Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting, at the beginning of meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 12  Organization Meeting.

Immediately after each annual election of Directors or other meeting at which the entire Board of Directors is selected, the newly selected Board may meet for the purpose of organization, election of officers, and the transaction of other business, at the place where the election of Directors was held. In the event that they do so, notice of such meeting need not be given. The organization meeting may, nevertheless, be held at any other time or place, in which case notice shall be given to each Director following the requirements of Section 11 above..  

 

Section 13  Number of  Votes.

Each Director shall be entitled to one vote.

 

ARTICLE 4  PARENTS’ MEETING

 

Section 1  Regular Meeting.

The Parents’ regular meeting shall be held twice per year at the place of the school, generally in May and February.

 

Section 2  Special Meeting.

A Special meeting may be called at any time by the Board of Directors. Upon petition in writing to the Chairman of the Board of more than ten percent of the parents, the Board of Directors shall call a special meeting within one month, giving at least ten days notice to the parents. 

 

Section 3  Voting Rights.

Each parent shall be entitled to have one vote on each matter submitted to a vote of parents. Each parent may vote either in person or by proxy executed in writing by the parent or his/her duly authorized attorney-in-fact.

 

Section 4  Quorum of Parents’ Meeting.

The number of the parents that constitute a quorum at a parents’ meeting shall be more than one-third of all parents of record. This can include the parents who are present at the meeting in person and those who are represented by proxy.

 

ARTICLE 5  COMMITTEES

 

Section 1  Committee.

The Board of Directors may, by resolution adopted by a majority of its members in office, establish committees needed for its proper and efficient functioning. Normal committees are such as:
a.       Financial Stability Committee
b.      Facilities and Equipment Committee
c.       School Event Committee (s)
d.      Other committees that the Board may deem appropriate.

 

ARTICLE 6  SCHOOL PRINCIPAL

 

Section 1  Nomination of School Principal.

The School Principal shall be nominated by a majority of the Board of Directors subject to the approval of the parents of the school in the parents’ meeting, by a vote of more than one half of the parents present in person or by proxy. A principal who is sent by the Japanese government does not need to be approved by the parents’ meeting. Upon the nomination being effective, the School Principal shall become a member of the Board of Directors.

 

Section 2  Reporting.

The School Principal shall report to the Board all major actions he / she has taken in  fulfillment of responsibilities.

 

Section 3  Term.

The term of School Principal shall be one year. The principal may be re-nominated by the Board and approved by the parents without limitation on the number of years. If the principal was sent by the Japanese government, he or she must follow the order of the Japanese government as to continuation or termination of his/her term of service.

 

Section 4  Duties and Responsibilities.
a.  Implementing the curriculum.
b.   To be a counselor for all the parents and students.
c.    Supervising teaching personnel.
d.    Planning and execution of seminars, workshops, professional training and cultural affairs.
e.    Overseeing general school activity.

 

ARTICLE 7  HOME ROOM PARENT

 

Section 1  Composition.

The Home Room Parent shall consist of the representatives of the parents for each class of the school. A leader of the Home Room Parent must be chosen by the other home room parents.

 

Section 2  Purpose and Duties.

The purpose of this job is to coordinate relationships between the parents and the school. 

 

Section 3  Terms and Meetings.

A term of the Home Room Parent is one year. The meetings shall be held generally before or after the general or special meetings of the Board of Directors.

 

ARTICLE 8 ANNUAL REPORTS

 

Section 1  Annual Report of Directors.

The Board of Directors shall present a report annually at the parents’meeting, verified by a majority of the Directors showing in appropriate detail the following in writing:

 
a.       The assets and liabilities, including the trust funds, of PJS as of the end of the fiscal   year immediately preceding the date of the report.
b.      The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
c.       The revenue or receipts of PJS, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for PJS.
d.      The expenses, or disbursements of PJS, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for PJS.
e.       The number of Board members of PJS as of the date of the report, and a statement of the place where the names and addresses of the current Board members may be found.

 

ARTICLE 9  CONTRACTS, CHECKS AND DEPOSITS

 

Section 1  Contracts.

The Board of Directors may enter into any contract for fulfillment of a valid purpose of PJS or execute and deliver documents for such a contract..

 

Section 2  Checks.

All checks and demands for money and notes of PJS shall be signed by the Treasurer or designated Director of the Board. Any check in the amount of $3.000.00 or more shall be co-signed by the Treasurer and one other Director.

 

Section 3  Deposits.

All funds of PJS shall be deposited from time to time to the credit of PJS in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon check signed by two officers as required by Section 2 of this Article.

 

ARTICLE 10 MISCELLANEOUS

 

Section 1  Corporate Seal.

PJS shall have a corporate seal in the form of a square, in scribed thereon the name of PJS and such other details as may be provided by the Board of Directors.

 

Section 2  Books and Records.

PJS will keep Books and Records at its registered office or principal place of business:

a.       Correct and complete books and records of financial accounts.

b.      Minutes of the proceedings of the Directors.

c.       A membership register giving the names and addresses of the Board membership.

d.      The original or a copy of its by-laws, including amendments to date certified by the Secretary of PJS.

 

 

I, being duly elected as Chairman of the Board of Directors of the Pittsburgh Japanese School, do hereby certify that this is a complete and accurate copy of the original By-Laws of this Corporation.

 

Chairman of the Board: Yutaka Tanabe

 

Date: 7/2/1993