EVEREST EDUCATION FOUNDATION
A NOT-FOR-PROFIT CORPORATION
ARTICLE I ORGANIZATION
1. The name of the Foundation shall be EVEREST EDUCATION FOUNDATION
2. The Foundation shall have a logo.
3. The Foundation may at its pleasure by a vote of the governing body change its name.
ARTICLE II PURPOSES
The Foundation is organized for the following purposes:
The Foundation is formed exclusively for religious, charitable, scientific, testing for public safety, literary and educational purposes, and fostering amateur sports competition, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or modified or replaced by any future United States internal revenue law (the “Code”).
Pecuniary Gain or Profit. The Foundation does not contemplate pecuniary gain or profit, incidental or otherwise.
Non-Stock Basis. The Foundation is to be organized on a non-stock basis.
Management. The business and affairs of the Foundation shall be managed by or under the direction of a Board of Directors of the Foundation. The term of office, and manner of removal of members of the Board of Directors and the number, term of office, election of future members and removal of such future members of the Board of Directors shall be as set forth in the Bylaws of the Foundation.
Exempt Organization. Notwithstanding any other provision of these Articles, the Foundation shall not engage directly or indirectly in any activity which would prevent it from qualifying, and continuing to qualify, as a nonprofit organization described in Section 501(c)(3) of the Code (hereinafter referred to in these Articles as an “exempt organization”). No substantial part of the activities of the Foundation shall be devoted to carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided in Section 501(h) of the Code), and the Foundation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Earnings. Notwithstanding any other provision of these Articles, no part of the net earnings or assets of the Foundation shall inure to the benefit of or be distributable to its members, directors, trustees, officers or any other private individual; provided, however, the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered to the extent that such payments do not prevent it from qualifying, and continuing to qualify, as an exempt organization and to make such lawful payments and distributions in furtherance of the purposes set forth in Article 4 hereof as may from time to time be either required or permitted by Section 501(c)(3) of the Code.
Specifically, the Foundation is aimed to:
- Make a significant and positive impact in the world by promoting biomedical science and education.
- Support students (high school and college), trainees and junior scientists who are interested in or working in biomedicine.
- Awards will be selected by an advisory committee that will follow the funding priorities set by the Board of Directors.
ARTICLE III Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal Revenue Code, or 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. Any such assets not disposed of shall be disposed of by the court of common pleas of the county in which the principle office of the organization 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.
ARTICLE IV MEETINGS
An annual meeting of the board of directors shall be held on a day in February or March each and every year, which the Board of Directors shall decide to assist the executive officer of the Foundation. Fifty-five percent (55%) of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held annually or as a special meeting. The special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, by the President, or by not less than two Directors.
Special meetings of this Foundation may be called by the president when he or she deems it for the best interest of the Foundation. Notices of such meeting shall be mailed to all members at their addresses or via e-mail as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 55% of the members of the Board of Directors, the president shall cause a special meeting to be called but such request must be made in writing or via e-mail at least ten (10) days before the requested scheduled date.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Each director shall have one vote and such voting may not be done by proxy.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
ARTICLE V ELECTION
An annual meeting of the board of directors shall be held on a day in February or March each and every year, which the Board of Directors shall decide, to elect Directors, if any are to be elected, officers, or both, and for the transaction of such other business as may come before the meeting. If the election of Directors, if any are to be elected, officers or both are not be held on the date designated herein for any Annual Meeting, or at any adjournment thereof, the Board of Directors shall elect the Directors and/or officers at a Special Meeting of the Board of Directors as soon thereafter as conveniently may be. Annual or special meetings of the Board of Directors shall be held at any U.S. location or via a secure virtual platform.
Election of the Directors or Officers should be determined by simple majority voting. When a tie of voting is present, the President should make the determination.
ARTICLE VI ORDER OF BUSINESS
1. Roll Call.
2. Review of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
ARTICLE VII BOARD OF DIRECTORS
The business of this Foundation shall be managed by a Board of Directors consisting of Up to nine (9) members, together with the officers of this Foundation. At least one of the directors elected shall be a resident of the State of Texas and a citizen of the United States.
The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this Foundation in the same manner and style as the officers of this Foundation and they shall serve for a term of four (4) years.
The Board of Directors shall have the control and management of the affairs and business of this Foundation. Such Board of Directors shall only act in the name of the Foundation when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
The President of the Foundation by virtue of his or her office shall be Chairman of the Board of Directors.
The Board of Directors shall select from one of their members a secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the Foundation.
ARTICLE VIII OFFICERS
The initial officers of the Foundation shall be as follows:
Lanjing “L.J.” Zhang, President; Xiaofeng “Annie” Wang, Treasurer; Hua He, Secretary; Haiyang Hong, Director; Roland Schwarting, Director; Shi Wei, Director; Chin-Lee Wu, Director.
The President shall preside at all meetings.
He or she shall by virtue of the president’s office be Chairman of the Board of Directors.
He or she shall present at each annual meeting of the Foundation an annual report of the work of the Foundation.
He or she shall appoint all committees, temporary or permanent.
He or she shall see all books, reports and certificates required by law are properly kept or filed.
He or she shall be one of the officers who may sign the checks or drafts of the Foundation.
He or she shall have such powers as may be reasonably construed as belonging to the chief executive of any Foundation.
The Secretary shall, in the event of the absence or inability of the President to exercise his or her office, become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president.
The Secretary shall keep the minutes and records of the Foundation in appropriate books.
It shall be his/her duty to file any certificate required by any statute, federal or state.
He or she shall give and serve all notices to members of this Foundation.
He or she shall be the official custodian of the records and seal of this Foundation.
He or she may be one of the officers required to sign the checks and drafts of the Foundation.
He or she shall present to the membership at any meetings any communication addressed to him or her as Secretary of the Foundation.
He or she shall submit to the Board of Directors any communications which shall be addressed to him or her as Secretary of the Foundation.
He or she shall attend to all correspondence of the Foundation and shall exercise all duties incident to the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging to the Foundation and shall be solely responsible for such monies or securities of the Foundation. He or she shall cause to be deposited in a regular business bank or trust company
He or she must be one of the officers who shall sign checks or drafts of the Foundation. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
He or she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Foundation and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
He or she shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors.
No officer shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Foundation for duties other than as a director or officer.
ARTICLE IX SALARIES.
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the Foundation.
ARTICLE X COMMITTEES
All committees of this Foundation shall be appointed by the Board of Directors and their term of office shall be for a period of two year, or sooner if terminated by the action of the Board of Directors.
ARTICLE XI PERSONAL LIABILITY OF DIRECTORS
Personal Liability of Directors
(a) Elimination of Liability. To the fullest extent that the laws of the State of Texas, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director.
(b) Applicability. The provisions of this Article shall be deemed to be a contract with each director of the Corporation who serves as such at any time while this Article is in effect and each such director shall be deemed to be so serving in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any bylaw or provision of these Articles which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, bylaw or provision.
ARTICLE XII AMENDMENTS
These By-Laws may be amended, repealed or added to by a simple majority vote of its Board of Directors at its annual or special meeting.
Approved by the Board of Directors on September 21, 2021