Constitution

Constitution and Bylaws

(Please note our new address as of 3/1/05:

908 Kahikolu Place, Honolulu, HI  96818)

 

Teach Overseas Foundation

Constitution and Bylaws

The Preamble

We believe that education is the first step to quality life for all; the transmission of knowledge and skills, so as to enable one to learn life long skills, to think independently, and to make appropriate decisions. Furthermore, we believe that a good education provides a basis for effective communication, where one listens, understands, sameday essay and accepts the other without prejudice in order to achieve harmony, a solution to many human problems. As children of immigrants from various parts of the world, we have the duty and responsibility to share our good fortune, monetary and non-monetary, with people of other lands who need it more than we do. We thus gather together to form this Organization.

Article I. The Organization

Section 1. Name

  1.  The name of the Organization shall be: Teach Overseas Foundation.
  2.  The name of the Organization shall not be used by other organizations or agencies without the  approval of the Board of Directors.

Section 2. Purpose

  1.  The purposes of the Teach Overseas Foundation are:
  2. To enhance the quality of life and to promote world harmony through education.
  3. To cultivate acceptance and respect among mankind through cultural exchange.
  4.  The Teach Overseas Foundation shall be a nonprofit organization, tax-exempt under Section  501(3)(c). All the assets and income of the Organization shall be used only for the purpose set  forth above, including the payment of expenses incidental thereto. No part of its assets or income  shall be distributable to its members, trustees, or officers. In the event of dissolution or  termination of the Organization, title in and to all of its assets shall immediately vest in the  Charitable Remainder Annuity Trust under the Sallie Lee Revocable Living Trust, provided  that such distribution is consistent with the requirements of Section 501(c)(3) of the Internal  Revenue Code of the United States.

Section 3. Offices

The office of the Teach Overseas Foundation shall be located at 908 Kahikolu Place,  Honolulu, Hawaii 96818.

Section 4. Nondiscriminatory Policy

Teach Overseas Foundation admits members of any race or creed to all the rights, privileges,  programs, and activities generally accorded or made available to all its members. Teach Overseas  Foundation does not discriminate in admissions or employment on the basis of race, gender, color,  national or ethnic origin, age, religion, or disability in the administration of its educational policies,  scholarship or other programs under the Foundation.

Article II. Membership

Section 1. Qualification

  1.  Membership shall be open to any one who shares the same goals and makes a donation of an  amount determined by the Board of Directors.
  2.  Other interested persons may become a member by volunteering his or her service to the  Organization.
  3.  Membership shall cease automatically when the qualification specified in section 1.a or section 1.b  above no longer applies.

Section 2. Rights and Privileges

All members shall be entitled to attend all business and social functions of the Teach Overseas  Foundation. They shall have a voice in the deliberations of said business functions but no vote.  They shall be entitled to vote at the meeting serving as the annual meeting and be eligible to serve  on the Board and to hold office on the Board.

Section 3. Dues

There shall be no membership dues. In place of dues, the Teach Overseas Foundation will  annually solicit for contributions to the Teach Overseas Foundation Grants and Scholarships.

Article III. Operation

Section 1. Fiscal Year

The fiscal year of the Teach Overseas Foundation shall commence July 1 of each year.

Section 2. Fundraising

The Teach Overseas Foundation will solicit its membership and other potential donors for gifts to  the Teach Overseas Foundation Grants and Scholarships and to other campaigns as approved by  the Board.

Section 3. Management

The funds raised by the Teach Overseas Foundation will be managed by its Executive Board,  under the directions of the Board of Directors (Board).

Article IV. Board of Directors

Section 1. Number

The Board shall consist of no less than four members. The number of directors may change from  time to time upon affirmative vote of a majority of the then existing Board, not including the  Director, but in no case shall their number exceed twelve.

Section 2. Nomination and Approval

Board members may be nominated by any existing Board member and approved by a majority of  the existing Board members.

Section 3. Terms

Members of the Board shall serve a term of three years and may serve successive terms of service.  The term of service shall be staggered yearly and at least two new members shall be added during  the second and third years of operation. Any replacement during mid-term shall terminate at the  end of the existing term.

Section 4. Function

The Board shall have the responsibilities to conduct the business affairs and to establish policies of  Teach Overseas Foundation.

Article V. Executive Board

Section 1. Officers

The officers of the Executive Board shall be: Director; Assistant Director; Treasurer; and  Secretary.

Section 2. Nomination and Approval

All officers shall be nominated or self-nominated and approved by a majority of the Board.

Section 3. Terms

All officers shall serve lifetime until resignation, or revised by a majority vote of the Board.

Section 4. Duties

The duties of the officers shall be such as are implied by their titles.

Article VI. Meetings

Section 1. Membership Meetings

  1.  Membership meetings shall be held at least once a year.
  2.  The time and place of the membership meetings shall be set by the Board.
  3. Notice of the time and place of membership meetings shall be given to the membership at least 30  days prior to the meetings.
  4.  Members present shall constitute a quorum.

Section 2. Board Meetings

  1.  The Director shall call meetings of the Board. Board meetings may also be called by a majority of  the Board.
  2.  Board meetings shall be open to the general membership, but only Board members shall vote.
  3.  Fifty percent of the Board, including the Director, shall constitute a quorum for the purpose of  Board meetings.
  4.  Voting on Board decisions shall be in the form of a show of hand unless the majority of the Board  agree to use a different voting method.
  5.  The Director shall not cast any vote unless it is necessary to break a tie. The Director shall have  veto power. However, by at least a seventy-five percent (75%) vote, the Board may override the  veto of the Director.

Article VII. Amendments

Section 1. Amendments to Bylaws

The Bylaws of Teach Overseas Foundation may be adopted, amended or repealed by the Board  by a majority vote. Any member or members of Teach Overseas Foundation may submit  proposed amendment or amendments in writing to the Board. The Board shall consider and vote  on any mendment so submitted in its next scheduled meeting. Whether initiated by the Board or  by the membership, members of the Board shall be given written copies of the proposed  amendment at least seven (7) calendar days prior to voting.

We, the Undersigned, being all members of the Board, do hereby assent to the foregoing Bylaws.

IN WITNESS WHEREOF, we hereunto subscribe our names on this day of September, 2003.

_________________ __________________

Sam Lee                   Sallie Sau-Lan Lee

_________________ __________________

Kin Man Cheng          Kin Shing William Cheng

_________________

Sana Poon

TOF: First Amendment

First Amendment to

Teach Overseas Foundation

Constitution and Bylaws

WHEREAS, in order to meet the requirements of Section 501(c)(3) of the Internal Revenue Code of the United States, Article I, Section 2 of the Bylaws is hereby amended to read as follows:

Section 2. Purpose

  1.  The purposes of the Teach Overseas Foundation are:
  2. To enhance the quality of life and to promote world harmony through education.
  3. To cultivate acceptance and respect among mankind through cultural exchange.
  4.  The Teach Overseas Foundation shall be a nonprofit organization, tax-exempt under Section  501(3)(c). All the assets and income of the Organization shall be used only for the purpose set ��forth above, including the payment of expenses incidental thereto. No part of its assets or income  shall be distributable to its members, trustees, or officers. In the event of dissolution or  termination of the Organization, title in and to all of its assets shall immediately vest in the  Charitable Remainder Annuity Trust under the Sallie Lee Revocable Living Trust, provided  that such distribution is consistent with the requirements of Section 501(c)(3) of the Internal  Revenue Code of the United States.Otherwise, title in and to all of the assets of the Organization shall vest in the Hawaii Community Foundation Component Trust Fund who shall be directed to expend this fund according to the purposes stated in this Constitution and Bylaws.

“This organization is organized exclusively for religious, charitable or educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.”

“Notwithstanding any other provision of these Articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax as an organization described in section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future federal tax code.”

“Upon the dissolution and winding up of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 (c) (3) of the Internal Revenue Code and which has established its tax-exempt status under that section.”

The undersigned officers of the Organization hereby certify that the foregoing amendment was adopted by the Teach Overseas Foundation by a majority vote of the Board.

IN WITNESS WHEREOF, this instrument has been executed this 22nd day of April, 2004.

___________________ ___________________

Sam Lee                               Sallie Sau-Lan Lee

___________________

Kin Man Cheng

TOF:Second Amendment

Second Amendment to

Teach Overseas Foundation

Constitution and Bylaws

WHEREAS, in order to meet the requirements of Section 501(c)(3) of the Internal Revenue Code of the United States, Article I, Section 2 of the Bylaws is hereby amended to read as follows:

Section 2. Purpose

  1.  The purposes of the Teach Overseas Foundation are:
  2. To enhance the quality of life and to promote world harmony through education.
  3. To cultivate acceptance and respect among mankind through cultural exchange.
  4.  The Teach Overseas Foundation shall be a nonprofit organization, tax-exempt under Section  501(3)(c). All the assets and income of the Organization shall be used only for the purpose set  forth above, including the payment of expenses incidental thereto. No part of its assets or income  shall be distributable to its members, trustees, or officers. In the event of dissolution or  termination of the Organization, title in and to all of its assets shall immediately vest in the  Charitable Remainder Annuity Trust under the Sallie Lee Revocable Living Trust,  provided that such distribution is consistent with the requirements of Section 501(c)(3) of  the Internal Revenue Code of the United States. Otherwise, title in and to all of the assets of the Organization shall vest in the Hawaii Community Foundation Component Trust Fund who shall be directed to expend this fund according to the purposes stated in this Constitution and  Bylaws.However, if  the named recipient is not then in existence or is no longer a qualified  distributee, or unwilling or unable to accept the distribution, then the assets of this  organization shall be distributed to a fund, foundation, or organization which is organized  and operated exclusively for the purposes specified in section 501(c)(3) of the Internal  Revenue Code.

This organization is organized exclusively for religious, charitable or educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

Notwithstanding any other provision of these Articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax as an organization described in section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future federal tax code.

Upon the dissolution and winding up of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 (c) (3) of the Internal Revenue Code and which has established its tax-exempt status under that section.

The undersigned officers of the Organization hereby Cheap Barcelona football shirts certify that the foregoing amendment was adopted by the Teach Overseas Foundation by a majority vote of the Board.

IN WITNESS WHEREOF, this cheap football tops instrument has been executed this 1st day of June, 2004.

______________________ ______________________

Sam Lee �� ��                                 Kin Man Cheng

Third Amendment

 

 Third Amendment toTeach cheap football kits Overseas FoundationConstitution and Bylaws

WHEREAS, in order to change the name of our Organization to better reflect the activities of the Organization, Article I, Section 1 of the Bylaws is hereby amended (in Bold Italic) to read as follows:

 

Article I.�� The Organization

 

Section 1.�� Name

 

a.  ��   The name of the Organization shall be: Teach Overseas Education International Foundation.

b.      The name of the Organization shall not be used��������cheap football shirts by other organizations or agencies without the    approval of the Board of Directors.

 

 

 

 

The undersigned officers of the Organization hereby Cheap AC Milan football shirts certify that the foregoing amendment was adopted by the Teach Overseas Foundation by a majority vote of the Board.

 

IN WITNESS WHEREOF, this instrument has been executed this 23rd day of July, 2008.

 

 

 

 

___________________________                  ____________________________

Sam Lee, Director                                            Kin Man Cheng, Assistant Director

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