CAPE bylaw

BYLAWS

OF

CHINESE AMERICANS FOR PROGRESS AND EQUALITY

 

The Bylaws govern the affairs of the CHINESE AMERICANS FOR PROGRESS AND EQUALITY (hereinafter referred to as “The Organization” or “CAPE”), a non-profit corporation, organized under the New Jersey Non-Profit Corporation Act.

ARTICLE 1 OFFICES

SECTION 1.1 PRINCIPAL OFFICE

The principal office of the Organization shall be in the State of New Jersey, currently at 7 Meadows Lane, Closter, NJ 07624.

SECTION 1.2 CHANGE OF ADDRESS

The designation of the county or state of the Organization's principal office may be changed by an amendment of the Bylaws. The Board of Directors (hereinafter referred to as the "Board") may change the principal office from one location to another either within or without the state of New Jersey, and such changes of address shall not be deemed, nor require, an amendment of the Bylaws.

SECTION 1.3 OTHER OFFICES

The Organization may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board may, from time to time, designate.

ARTICLE 2 NON-PROFIT PURPOSES

SECTION 2.1 INTERNAL REVENUE CODE SECTION 501(c)(3) PURPOSES

The Organization shall be a non-profit corporation duly organized under the laws of the state of New Jersey. The Organization is organized exclusively for one or more of the purposes as specified in section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

SECTION 2.2 SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of the Organization shall be to

A.     Stand up for and safeguard the civil rights of all Chinese in America;

B.     Promote cooperation and better understanding between the Chinese community and other racial/ethnic groups in the U.S.;

C.     Help descendants of Chinese in America to develop and progress.

ARTICLE 3 MEMBERS

SECTION 3.1 TYPES OF MEMBERSHIP

The Organization will have following types of membership:

(a)   Regular Member (hereinafter referred to as the “Members” or “Member” individually) – An individual must meet the eligibility criteria set forth in Section 3.2 below. A Member shall be entitled to all the rights and privileges of the Organization.

(b)   Associate Member (hereinafter referred to as the “Associates” or “Associate” individually) — Any individual who does not qualify for membership but who subscribes to the purposes and objectives of the Organization may become an Associate Member of the Organization. An Associate shall have no voting rights.

(c)    Honorary Member – Any person that has made a significant contribution to the American society, in his/her work or profession, or to the Chinese American Community, can be elected to Honorary Membership by the Board. An Honorary Member is a nonvoting member, except in that instance when he/she is also a Member.

(d)   Corporate/Business Member – Any organization, foundation, or business concern that subscribes to the purposes and objectives of the Organization may apply for a Corporate/Business membership. The Board shall establish the criteria for and decide the acceptance of Corporate Members. A Corporate/Business member shall designate one individual to serve as its representative. Such representative shall be entitled to such privileges and services as defined by the Board, and shall have the right to vote and hold an elective office.

(e)   Lifetime Member – Any individual who makes a significant contribution to the Organization, the amount to be decided by the Board, shall be recognized as a Lifetime Member with indefinite membership in the Organization. A Lifetime Member shall have the same rights and privileges as a Member. The founders of the Organization shall be recognized as Lifetime Members.

(f)     The Board may create additional categories of membership, as it deems appropriate.

Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of the Organization, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.

SECTION 3.2 QUALIFICATIONS OF MEMBERS

The Organization is a grassroot-based organization and is open to all people who are eighteen (18) years or older of age, regardless of race, color, sex, religion, education, profession or national origin. The qualifications for the regular membership in the Organization are as follows: (1) remit membership fee in time, (2) abide by the Articles of Incorporation and the Bylaws, and (3) not be engaged or will not engage in conduct/conducts materially and seriously prejudicial to the interests or purposes of the Organization.

SECTION 3.3 ADMISSION OF MEMBERS

Applicants shall be admitted to membership by the Membership/Donor Service Committee.

SECTION 3.4 FEES AND DUES

(a)   No fee shall be charged for making application for membership in the Organization.

(b)   The annual membership fee for each type of membership shall be determined by the Board. The Board may, from time to time, adopt a resolution to change membership fees.

SECTION 3.5 NUMBER OF MEMBERS

There is no limit on the number of members the Organization may admit.

SECTION 3.6 MEMBERSHIP BOOK

The Organization shall keep a membership Directory, accompanied by a book containing the name and address of each member. Termination of membership of any member shall be recorded in the book, with the date of termination of such membership. The book shall be kept at the Organization’s principal office and/or the office of the Chairperson of the Membership/Donor Service Committee.

SECTION 3.7 NONLIABILITY OF MEMBERS

A member of the Organization is not, as such, personally liable for the debts, liabilities, or obligations of the Organization.

SECTION 3.8 NONTRANSFERABILITY OF MEMBERSHIPS

No member may transfer his/her membership or any right arising therefrom.

SECTION 3.9 TERMINATION OF MEMBERSHIP

The membership of a member shall be terminated upon the occurrence of any of the following events:

(a)   Upon his/her notice of such termination delivered to the President, Secretary, or the Chairperson of the Membership/Donor Service Committee of the Organization personally or by mail or E-mail, such membership to be terminated upon the date of delivery of the notice or the date of the mail drop or E-mail.

(b)   Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective ninety (90) days after a written notification of delinquency is given personally or mailed to such member by the Secretary or Chairperson of the Membership/Donor Service Committee. A member may avoid such termination by paying the amount of delinquent dues within ninety (90) days following the member's receipt of the written notification of delinquency.

(c)    After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, and upon determination by the Board that the member has engaged in conduct/conducts materially and seriously prejudicial to the interests or purposes of the Organization. Any person expelled from the Organization shall receive a prorated refund of dues already paid for the current period.

All rights of a member in the Organization shall cease on termination of membership as herein provided.

ARTICLE 4 DIRECTORS

SECTION 4.1 NUMBER

The number of Directors of the Organization shall be no fewer than nine (9), and no more than fifteen (15). Collectively the Directors shall be known as the Board of Directors.

SECTION 4.2 QUALIFICATIONS

Directors shall be elected by the members of the Organization either at the annual meeting of members and/or with the use of postal/e-mail methods for casting ballot, and each Director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION 4.3 POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and the Bylaws relating to action required or permitted to be taken or approved by the members, if any, of the Organization, the activities and affairs of the Organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

SECTION 4.4 GENERAL DUTIES

The business and affairs of the Organization shall be managed by the Board acting to promote the Organization's purposes and within the scope of the powers granted herein and in the Articles of Incorporation. Powers of the Board include, but are not limited to:

(a)   Perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation, or the Bylaws;

(b)   Appoint and remove, employ and discharge, and, except as otherwise provided in the Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Organization;

(c)    Supervise all officers, agents and employees of the Organization to assure that their duties are performed properly;

(d)   Meet at such times and places as required by the Bylaws;

(e)   Register their addresses with the Secretary of the Organization, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

(f)     Carry out activities such as planning, developing policies, managing finances, safe-guarding documents and resolutions, and fund raising.

(g)    Be in charge of activities such as coordination of programs among Chapters, assessment and collection of Chapter donations, establishment and amendment of national policies and guidelines for Chapters to comply with in performing the Organization's purposes and policies.

SECTION 4.5 CHAIRPERSON OF THE BOARD

The newly formed Board, after the annual election, shall elect a Director as the Chairperson of the Board, who shall be responsible to call out and schedule all consequent Board meetings. The Chairperson shall preside at all Board meetings. In his/her absence, a temporary Chairperson shall be chosen by the Directors present and he/she shall preside the meeting.

The term of the Chairperson of the Board shall be one (1) year and without term limit, and shall serve till his or her successor shall be elected.

SECTION 4.6 TERM OF OFFICE

The term of office for Directors is three (3) years. There shall be no term limit for a Director to serve the Organization.

Directors’ terms should be staggered so that approximately one-third(1/3) of the Director’s positions are up for election annually.

The first Board or any newly increased Directors shall have following different terms: one-third of the Directors will have a full term of 3 years, one-third with a partial term of 2 years, and the other with a partial term of 1 year.

SECTION 4.7 COMPENSATION

The Directors shall not receive salaries for their services. Directors shall serve without compensation except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties.

SECTION 4.8 PLACE OF MEETINGS

Meetings shall be held at the principal office of the Organization unless otherwise provided by the Board or at such other place as may be designated from time to time by the resolution of the Board.

SECTION 4.9 REGULAR MEETINGS

Regular meetings of Directors shall be held at least once every three (3) months. If the Organization makes no provision for members, then, at the first regular meeting of Directors in a given year, Directors shall be elected by the Board, or for the first Board, by the Organizing Committee. Voting for the election of Directors shall be by written ballots. Each Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board. In case there are positions with different terms for election, candidates with the highest  numbers of votes will fill in the positions with the longest terms.

SECTION 4.10 SPECIAL MEETINGS

Special meetings of the Board may be called by the Chairperson of the Board, the President or, in his/her absence, by the Secretary at the request in writing (including e-mail message) of no less than one fourth of the Directors. Such request shall state the purpose of the proposed meeting. Such meetings shall be held at the place designated by the person or persons calling the special meeting.

SECTION 4.11 NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, the Bylaws, or the provisions of law, the following provisions shall govern the giving of notice for meetings by the Board:

(a)   For both regular and special meetings of the Board, at least three days prior notice shall be given by the Chairperson of the Board, or the President, or the Secretary to each Director for each special meeting of the Board. Such notice may be oral or written, may be given personally, by E-mail, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be discussed and/or acted upon at the meeting. In the case of E-mail or facsimile notification, the Director contacted shall acknowledge receipt of the E-mail or facsimile notice by a return message or telephone call within twenty-four hours of the first E-mail or facsimile transmission.

(b)   Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of the Organization under provisions of the Articles of Incorporation, the Bylaws, or the laws of the State, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 4.12 QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Directors of the Board.

Except as otherwise provided under the Articles of Incorporation, the Bylaws, or the provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chairperson of the Board shall entertain at such meeting is a motion to adjourn.

SECTION 4.13 MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless the Articles of Incorporation, the Bylaws, or the provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 4.14 CONDUCT OF MEETINGS

Meetings of the Board shall be presided over by the Chairperson of the Board. The Secretary shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 4.15 PRESUMPTION OF ASSENT

A Director who is present at a meeting of the Board at which action on any matter is taken shall presumed to have assented to the action taken unless: (1) his or her dissent is entered in the minutes of the meeting, (2) or the dissenting Director files a written notice to such action with the Secretary or the person acting as the Secretary of the meeting immediately after the adjournment of the meeting. However, a right to dissent shall not be applied to a Director who voted in favor of such action.

SECTION 4.16 CONFERENCE TELEPHONE AND E-MAIL MEETING

Any regular or special meeting of the Board may be held by conference telephone and telephonic equipment, as long as all Board members approve of the telephone meeting and all participating members can hear one another. All such members participating by conference call or other telephonic equipment shall be deemed to be present in person at such meeting. Any meeting of the Board may also be held by using E-mail communication, provided that the length of time given for discussion of a specific issue shall be no shorter than two (2) days and the length of time given for voting shall be no shorter than three (3) days.

SECTION 4.17 INFORMAL ACTION BY DIRECTORS

Any action required or allowed by law to be taken at a meeting of Directors, may be taken without the necessity of a meeting, with written (or by E-mail) consent of all Directors to the action to be taken.

SECTION 4.18 VACANCIES

Vacancies on the Board shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

Resignation of any Director shall be effective upon the Director’s written notice to the Chairperson of the Board, the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Organization would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State.

Unless otherwise prohibited by the Articles of Incorporation, the Bylaws or the provisions of law, any increase or decrease in the number of Directors shall be determined by a vote of a two-thirds majority of the Directors present at meeting with Quorum. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of two-thirds majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office for the remaining term of the vacancy, or until his or her death, resignation or removal from office.

SECTION 4.19 RESIGNATION AND REMOVAL

Any Director may resign at any time by giving written notice to the President. The resignation shall be effective at the next called meeting of the Board. Any Director may be removed with or without cause by a vote of two-thirds majority of the remaining Directors present at the meeting with quorum. The Board shall have the power to remove any Director who is absent for three consecutive regular meetings of the Board unless such absence was the result of a serious illness of such Director or a member of such Director's immediate family, the death of a member of such Director's immediate family, or other extreme and/or emergency circumstance.

SECTION 4.20 NONLIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Organization.

SECTION 4.21 INDEMNIFICATION

The Organization may indemnify a Director, Officer, Committee member, employee or agent of the Organization who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Organization. The Organization's indemnification shall be governed by resolutions of the Board pertaining to procedure for indemnification payments, the Bylaws, and laws of the State.

SECTION 4.22 INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under the provisions of law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Organization (including a Director, officer, employee or other agent of the Organization) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Organization would have the power to indemnify the agent against such liability under the Articles of Incorporation, the Bylaws or the provisions of law.

ARTICLE 5 OFFICERS

SECTION 5.1 DESIGNATION OF OFFICERS

The officers of the Organization shall be a President, a Vice President for fundraising, a Vice President for activities, a Vice President for Membership/Donor service, a Vice President for Material Publications, a Secretary, a Treasurer, a Speaker, and a General Counsel. The Organization may also have additional Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Speakers, and other such officers with such titles as may be determined from time to time by the Board. The Board may create additional positions, define the authorities and duties of each position and elect or appoint persons to fill the positions. Any person may serve in more than one office of the Organization, unless otherwise prohibited by the laws in the State.

SECTION 5.2 QUALIFICATIONS

Any person who is eighteen (18) years or older may serve as an officer of the Organization unless otherwise prohibited by the laws in the State.

SECTION 5.3 ELECTION AND TERM OF OFFICE

The President, the Secretary, and the Treasurer shall be elected for a term of one (1) year by the Board in the first annual meeting of the Board each year. Other Officers should be recommended by the President and approved by the Board. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The maximum consecutive terms for the President, the Secretary, and the Treasurer shall be five (5).

SECTION 5.4 REMOVAL AND RESIGNATION

Any officer, elected or appointed by the Board, may be removed by a two-thirds vote of the Directors present and voting at a meeting of the Board at which a quorum is present, either with or without cause, by the Board, at any time. The removal of an officer shall be without prejudice to the contract right, if any, of the officer.

Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at a later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board relating to the employment of any officer of the Organization.

SECTION 5.5 VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

SECTION 5.6 DUTIES OF PRESIDENT

The President shall be the Chief Executive Officer (CEO) of the Organization and shall, subject to the control of the Board, supervise and control the affairs of the Organization and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, the Articles of Incorporation, or the Bylaws, or which may be prescribed from time to time by the Board. Unless another person is specifically appointed as the Chairperson of the Board, the President shall preside at all meetings of the Board and, if the Organization has members, at all meetings of the members. Except as otherwise expressly provided by law, the Articles of Incorporation, or the Bylaws, he or she shall, in the name of the Organization, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.

SECTION 5.7 DUTIES OF VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, one of the Vice Presidents designated by the President or chosen by the majority of the Board shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President or Vice Presidents shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or the Bylaws, or as may be prescribed by the Board.

SECTION 5.8 DUTIES OF SECRETARY

The Secretary shall

(a)   Certify and keep the original, or a copy, of the Bylaws as amended or otherwise altered to date.

(b)   Keep at the principal office of the Organization or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

(c)    See that all notices are duly given in accordance with the provisions of the Bylaws or as required by law.

(d)   Be custodian of the records and of the seal of the Organization and affix the seal, as authorized by law or the provisions of the Bylaws, to duly executed documents of the Organization.

(e)   With the help of the Vice President in Membership/Donor Services, keep at the principal office of the Organization a membership directory with the membership book containing the name and address of each member, and, in the case where a membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceases.

(f)     Exhibit at all reasonable times to any Director of the Organization, or to his or her agent or attorney, on request, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Organization.

(g)    In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation, the Bylaws, or which may be assigned to him or her from time to time by the Board.

SECTION 5.9 DUTIES OF TREASURER

The Treasurer shall

(a)   Have charge and custody of, and be responsible for, all funds and securities of the Organization, and shall keep full and accurate account of receipts in books belonging to the Organization. He or she shall deposit all such funds in the name of the Organization in such banks, trust companies, or other depositories as shall be selected by the Board.

(b)   Receive, and give receipt for, monies due and payable to the Organization from all sources.

(c)    Disburse, or to be disbursed, the funds of the Organization as may be directed by the Board, taking proper vouchers for such disbursements.

(d)   Keep and maintain adequate and correct accounts of the Organization's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(e)   Exhibit at all reasonable times the books of accounts and financial records to any Director of the Organization, or to his or her agent or attorney, on request therefor.

(f)     Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Organization.

(g)    Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

(h)   In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the Organization, the Bylaws, or which may be assigned to him or her from time to time by the Board.

SECTION 5.10 DUTIES OF SPEAKER

The Speaker shall act as the head of public relation, and be responsible for the Organization’s communication and correspondence.

SECTION 5.11 DUTIES OF GENERAL COUNSEL

The General Counsel shall

(a)   act as a counsel on all legal matters pertaining to the Organization.

(b)   provide consultation to the Board when clarifications, disputes, or other issues as to the intent or meaning of the Bylaws must be resolved.

(c)    Be appointed by a majority of the Board for a one (1) year term and may be reappointed annually.

(d)   not serve during the same period as either a Director or Officer of the Organization.

SECTION 5.12 ASSISTANT TREASURERS, ASSISTANT SECRETARIES AND ASSISTANT SPEAKERS

Assistant Treasurers, Assistant Secretaries, and Assistant Speakers, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Directors. The Treasure and Secretary may delegate any of their powers or duties to the Assistant Treasurers and Assistant Secretaries, respectively.

SECTION 5.13 DELEGATION OF DUTIES

The President or a majority of the Board may delegate any power and/or duties of an officer who is absent from the Organization to any other officer or Director.

SECTION 5.14 COMPENSATION

Any compensation to Officers of the Organization shall be solely determined by the Board. Without the Board’s special authorization, the Officers shall not receive salaries for their services, except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties.

ARTICLE 6 COMMITTEES

The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include one or more Directors and may include persons who are not Directors. If the Board delegates any of its authority to a committee, the majority of the committee shall consist of Directors.

SECTION 6.1 EXECUTIVE COMMITTEE

The Executive Committee consists of no less than five board members. The number of members of the Executive Committee must be an odd number. The members of the Executive Committee shall be recommended by the President and approved by the Board by a majority vote. The Board delegates to the Executive Committee the powers and authorities in the management of the businesses and affairs of the Organization, to the extent permitted, and except as may otherwise be provided, by the provisions of law. The Executive Committee shall be in charge of the daily operation and management of the Organization.

By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee’s authorities so delegated, increase or decrease the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 6.2 ELECTION COMMITTEE

The Election Committee shall be a standing committee and consist of at least 5 members with at least three (3) Board members and be led by a Board member. The members of the Election Committee shall be recommended by the President and approved by the Board by a majority vote. The Board delegates to the Election Committee the powers and authorities in organizing the annual election, per the Articles of Incorporation and the Bylaws. The Election Committee shall

(a)    announce the available positions and their terms for election;

(b)   accept the nominations of candidates and verify their qualifications;

(c)    create ballots with candidates;

(d)   monitor the election procedures and investigate any complaints on the election; and

(e)   certify and announce the results of elections in a timely manner.

SECTION 6.3 OTHER COMMITTEES

The Organization shall have such other committees as may from time to time be designated by resolution of the Board. These committees are under the leadership of the Executive Committee. They may consist of persons who are not Board members. The Chairperson of each committee shall be chosen by the President. The adding or removal of member(s) of each committee shall be recommended by the Chairperson of the committee and approved by the President.

SECTION 6.4 MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of the Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board or by the committee. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of the Bylaws.

ARTICLE 7 MEETINGS OF MEMBERS

SECTION 7.1 PLACE OF MEETINGS

Meetings of members shall be held at such place or places as may be designated from time to time by resolution of the Executive Committee or the Board.

SECTION 7.2 REGULAR MEETINGS

A regular meeting of members shall be held in May of each year, for the purpose of electing Directors and/or transacting other businesses as may come before the meeting. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected, with candidates with higher numbers of votes filling the positions with longer terms. Each voting member shall cast one vote, with voting by ballots only. The annual meeting of members for the purpose of electing Directors shall be deemed a regular meeting. The election of Directors shall be held once every two years.

Other regular meetings of the members shall be held at times designated by the Executive Committee or the Board.

SECTION 7.3 SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the majority members of the Board, the Chairperson of the Board, or the President, or, if different, by the persons specifically authorized under the laws of the State to call special meetings of the members.

SECTION 7.4 NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, the Bylaws, or the provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail or E-mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such a meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States post-office addressed to the member at his or her address as it appears on the records of the Organization, with postage prepaid. Personal notification includes notification by telephone, facsimile machine, or E-mail.

The notice of any meeting of members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of the Organization under the provisions of the Articles of Incorporation, the Bylaws, or the law of the State, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 7.5 QUORUM FOR MEETINGS

A quorum shall consist of the entire attendees of any meeting plus those members who participated in the voting process by postal mail or E-mail prior to the meeting.

SECTION 7.6 MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, the Bylaws, or the provisions of law require a greater number.

SECTION 7.7 VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote or show of hand. Election of Directors, however, shall be by written ballot.

To be a candidate of a Director of the Board, a member must be recommended by at least two members who have been the members of the Organization for at least six months. The Board shall have the full power to determine the finalists of the candidates for the election of the next term of Directors of the Board.

SECTION 7.8 ACTION BY WRITTEN BALLOT

Except as otherwise provided under the Articles of Incorporation, the Bylaws, or the provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Organization distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

(a)   set forth the proposed action;

(b)   provide an opportunity to specify approval or disapproval of each proposal;

(c)    indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and

(d)   specify the date by which the ballot must be received by the Organization in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the Organization.

Ballots shall be mailed or delivered in the manner required for giving notice of member meetings as specified in the Bylaws.

Directors may be elected by written ballots. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.

SECTION 7.9 CONDUCT OF MEETINGS

Meetings of members shall be presided over by the Chairperson of the Board. The Secretary of the Organization shall act as the Secretary of all member meetings, provided that, in his or her absence, the presiding officer shall appoint another person to act as the Secretary of the meeting.

ARTICLE 8 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 8.1 EXECUTION OF INSTRUMENTS

The Board, except as otherwise provided in the Bylaws, may, by resolution, authorize any officer or agent of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authorities may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 8.2 CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Organization shall be signed by the Treasurer and countersigned by the President.

SECTION 8.3 DEPOSITS

All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board may select.

SECTION 8.4 GIFTS

The Board or President may accept on behalf of the Organization any contribution, gift, bequest, or devise for the nonprofit purposes of the Organization.

ARTICLE 9 CORPORATE RECORDS, REPORTS AND SEAL

SECTION 9.1 MAINTENANCE OF CORPORATE RECORDS

The Organization shall keep at its principal office or places designated by the Board:

(a)   Minutes of all meetings of Directors, committees of the board and, if the Organization has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b)   Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c)    A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d)   A copy of the Organization’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Organization at all reasonable times during office hours.

SECTION 9.2 CORPORATE SEAL

The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Organization or other office designated by the Board. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 9.3 DIRECTORS' INSPECTION RIGHTS

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Organization and shall have such other rights to inspect the books, records and properties of the Organization as may be required under the Articles of Incorporation, other provisions of the Bylaws, and the provisions of law.

SECTION 9.4 MEMBERS' INSPECTION RIGHTS

If the Organization has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a)   To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary, which demand shall state the purpose for which the inspection rights are requested.

(b)   To obtain from the Secretary, upon written demand on, and payment of a reasonable charge to, the Secretary, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary or after the date specified therein as of which the list is to be compiled.

(c)    To inspect, at any reasonable time, the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Secretary by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records and properties of the Organization as may be required under the Articles of Incorporation, other provisions of the Bylaws, and the provisions of law.

SECTION 9.5 RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by an agent or attorney and the right to inspection shall include the right to copy and make extracts.

SECTION 9.6 PERIODIC REPORT

The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State or to the members, if any, of the Organization, to be so prepared and delivered within the time limits set by law.

ARTICLE 10 IRC 501(c)(3) TAX EXEMPTION PROVISIONS

SECTION 10.1 LIMITATIONS ON ACTIVITIES

No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by section 501(h) of the Internal Revenue Code], and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of the Bylaws, the Organization shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code.

SECTION 10.2 PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Organization.

SECTION 10.3 DISTRIBUTION OF ASSETS

Upon the dissolution of the Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Organization shall be distributed for one or more exempt purposes within the meaning of section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State.

SECTION 10.4 PRIVATE ORGANIZATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which the Organization is a private Organization as described in section 509(a) of the Internal Revenue Code, the Organization 1) shall distribute its income for a said period at such time and manner as not to subject it to tax under section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Organization to tax under section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.

ARTICLE 11 ELECTIONS

The annual election shall follow the guidelines below. The Board, or the Election Committee with approval from the Board, may modify these guidelines without a formal amendment to the Bylaws.

(a)   There shall be an annual election by the Members for the expiring or vacant positions of the Board. The annual election shall occur in the month of May.

(b)   Any current member possessing the right to vote is eligible to run for the position of Director.

(c)    There shall be an Election Committee created per SECTION 6.2. Members of the Election Committee shall not be candidates of the current election.

(d)   No later than sixty (60) calendar days prior to an election, all members must be notified of the impending election.

(e)   The Election Committee may nominate eligible members to the ballot for each Director position to be filled at the annual election.

(f)     Additional nominations for each position of Director to be filled at the annual election may be made by filing with the Election Committee at any time on or before thirty (30) days prior to the election a written nomination signed by at least five (5) Regular Members of the Organization and accompanied by the written consent of the nominee.

(g)    No person shall be a nominee for Director unless the said person’s membership dues are current. In the event any nominee is challenged on the grounds of delinquency in dues, the said member shall be advised and shall be given five (5) days within which to correct his or her delinquency.

(h)   No later than fifteen (15) days prior to an election, the Election Committee shall send by mail a ballot listing all positions to be filled and with the names of all candidates. Candidates may submit a statement supporting their candidacy or other approved literature as determined by the Election Committee. Members shall be given the option to vote by mail or alternative means, as deemed appropriate by the Election Committee.

(i)     The results of the balloting shall be formally announced to all members following the election. The candidates receiving the highest number of votes shall be declared duly elected. In the event that there is a tie among candidates, a run-off vote shall immediately be held, and the candidate who receives the highest number of votes shall be declared elected.

(j)     In case there are positions with different terms for election, candidates with the highest  numbers of votes will fill the positions with longest terms.

(k)    Election results can be challenged within a week after announced by the Election Committee.

(l)     The Election Committee shall certify the results within a week after the election, providing that there are not pending complaints or challenges. Certified results shall not be further appealed.

(m)  Any clarification or interpretation of the election by-laws, qualification of any candidate for office or the establishment of any additional election rule or guideline to effectuate the purpose of these election Bylaws shall be the responsibility of the Election Committee. The Election Committee shall be the exclusive authority with respect to interpretation and resolution of any dispute arising from this section.

(n)   Members of the Board shall elect officers of the Organization by a simple majority vote.

(o)   Any notices required by this section may be made by mail, electronic mail, facsimile, or other means designed to insure appropriate notification to all members and deemed appropriate by the Election Committee.

ARTICLE 12 HONORARY AND STANDING ADVISORS

The Board may adopt individuals to serve as the Honorary or Standing Advisors of the Organization by the recommendation of the President and the majority vote of the Board. The primary responsibility of the Advisors shall be to advise the Board on any aspects of operation of and/or purposes of the Organization. Both the Honorary and Standing Advisors may attend each Board meeting, but shall serve as non-voting members at the Board meeting. The term of all appointed advisers is one(1) year. The Board may adopt resolutions to create other honorary positions if necessary. All these honorary positions should be appointed by the Board.

ARTICLE 13 Local Chapters and Offices

The Organization may establish local chapters and offices at different areas of the United States or other countries. The structure and affairs of each local chapter or office should be governed by the Articles of Incorporation, the Bylaws, the provisions of the law in the State or country, and any provisions or regulations adopted by the Board for managing local chapters and offices.

ARTICLE 14 AMENDMENT

SECTION 14.1 BYLAW AMENDMENT

The Bylaws may be altered, amended or repealed at any Regular Meeting or Special Meeting of the Board in which a quorum is present by a two-thirds vote, and provided further that the proposed amendment has been set forth in the notice of the meeting.

SECTION 14.2 AMENDMENT TO THE ARTICLES OF INCORPORATION

In order to amend the Organization's Articles of Incorporation, the Board shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at the next Annual Meeting or Special Meeting of the Board. Such proposed amendment may be passed at the next meeting of the Board by a two-thirds vote provided that the proposed amendment has been set forth in the notice of the meeting.

ARTICLE 15 CONSTRUCTION AND TERMS

The Board shall have the ultimate authority in interpreting of construing the Bylaws. In the event of any conflict between any provision of the Bylaws and the applicable federal or state laws, the corresponding federal or state laws shall govern.

If there is any conflict between the provisions of the Bylaws and the Articles of Incorporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of the Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of the Bylaws shall be unaffected by such holding.

All references in the Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, the Articles of Organization, the Certificate of Incorporation, the Organizational Charter, the Corporate Charter, or other founding document of the Organization filed with an office of the State and used to establish the legal existence of the Organization.

All references in the Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE 16 DISSOLUTION

The Organization may not be dissolved unless with a two-thirds majority vote of all Board members.