Re: 【转】四位董事伪造律师函和威胁家长

[WuNai NiMing]

与"律师信"一起发出的一封四名董事的信：


Dear HXNY Members:
With respect to the recent Board vote, the upcoming election for the
school Principal and Parents Council Chair, and the motion (hereafter
the "Motion") for an All Member Conference called for by Alan Wang and
Li Zhu for June 5, 2011, we received a legal opinion today (attached)
from Bartlett, McDonough & Monaghan, LLP, a New York law firm with
extensive practice concerning non profit organizations. The legal
opinion states in no uncertain terms that
"This section (5.04) clearly states that it is the province of the Board of Directors to approve no more than two pairs of candidates for the electd positions, which are then voted on by the general membership. The Board of Directors, of course, can nominate just one pair of candidates if they so choose. To take any action that would interfere with the province of the Board of Directors, as clearly stated in the Bylaws, would be in violation of those Bylaws and, therefore, actionable under the law of the State of New York for a non‐
profit educational corporation such as yours."

By the legal opinion, we hereby inform all of our Members that the
Motion is in direct contradiction of our school's Bylaws which were
made collectively by our Members and serve as the only guiding law for
our school's operations.
Ways and procedures regarding Nomination and Election of the Principal
and Parents Council Chair are clearly mandated in Sections 5.01.2 and
5.04 of our school Bylaws, not in the way prescribed by the Motion,
hence the Motion directly contradicts our school Bylaws.
While Section 5.02.3 of the Bylaws provides that a meeting of Members
may be called by the Principal or the Chairperson of the Parents
Council, in no means can such a meeting, or for that matter any school
meetings, be used to carry out activities in contradiction to the
Bylaws.
Further, Section 3.01.1 of the Bylaws requires that all Members must
follow the School Bylaws, rules, and regulations. If, after knowing
the legal opinion, any Member insists on not following the Bylaws,
such Member shall lose his/her eligibility as a Member to attend any
Member conferences.
Section 5.01.1 of the Bylaws states that Members are the highest
legislative body of the School. That means Members make the school
Bylaws. The Bylaws also provide means in Sections 5.01.3 and 5.03.3 to
amend the Bylaws by a two-thirds majority vote of Members.
Members are not the executive body of the School. Article 701(a) of
the New York Non Profit Corporation Law, which governs our Bylaws,
declares that "Except as otherwise provided in the certificate of
incorporation, a corporation shall be managed by its board of
directors." Section 12.03 of the school Bylaws states that the Board
of Directors shall interpret the Bylaws and application.
The Member meeting originally scheduled according to the Bylaws for
June 5, 2011 is to be a meeting of Members to elect the Principal and
the Chairperson of the Parents Council. Section 5.02.1 of the Bylaws
provides that such a meeting is to be presided over by the Chairperson
of the Board or a Board member in absence of the Chairperson of the
Board.
The current Bylaws, including sections on school election, were last
amended under the immediate previous Board, with all of our Members
offered opportunities to review, comment, and vote for approval. While
the Bylaws can always be amended following proper procedures, and the
Board is completely open to suggestions in this regard, it would be
irresponsible for any Member who either approved or neglected
to participate in the review/vote of the Bylaw amendment last year, to
advocate actions in contradiction to the Bylaws. Until any amendment
of the Bylaws takes place, we have to follow the current Bylaws. We
appreciate that more and more of our school Members have come forward
with constructive suggestions and comments regarding how to further
improve our school system, our Bylaws and our school's future, and the
Board is determined to work with our Members in that direction.
Thank you.
Shengjing Li,
Co-Chair, Board of Directors
On behalf of majority voting block