BYLAWS OF THE ASSOCIATION FOR U.S.-CHINA EXCHANGE
ARTICLE I. OFFICES
The principal office of the Association for US-China Exchange, abbreviated as AUCE, hereafter in this document called the Association, for the transaction of its business is located at
425 Grand Avenue,
Davis, Yolo County, California
The Association may also have offices at such other places within or without the State of California where it is qualified to do business, as its business may require and as the Board of Directors may from time to time by resolution designate provided, however, that the Board shall incur no financial liability on behalf of the Association in obtaining other offices without the prior approval of a majority of the voting members of the Association.
ARTICLE II. MEMBERS
Categories of Membership and Rights
Section 2.01 The categories of membership are the following:
(a) Full Member.
An individual who accepts the Constitution and the Bylaw of the Association and is willing to support the programs and projects of the association in promoting the goals and missions of the association can be accepted as a full member by the Board of Directors or their designated representatives. Membership dues are voluntary and are considered donations, which are tax deductible. A Full Member enjoys all of the privileges of full membership, as provided in the Constitution and bylaws, including voting for and holding office.
(b) Organizational Member.
An organizational member is an institution, corporation, or organization, which is interested in the objectives of the Association and enjoys the privileges of a Full Membership. A membership fee of a minimum of $200 is required for an Organizational Member. The membership fees are considered donations to the association and are tax deductible.
(c) Honorary Member. An individual who has made outstanding contributions in the promotion of science and technology exchanges between the US and China may be nominated and recognized as an Honorary Member of the association by the Board of Directors.
Application for Full Membership or Organizational Membership shall be on such form as shall be prescribed from time to time by the Board of Directors or by a representative body elected by the Board of Directors. If the applicant possesses the qualifications for Full Membership or Organizational Membership as herein provided, the applicant’s application shall be accepted. Such membership shall be periodically renewable until the death or resignation of the member or until his membership is sooner terminated as in these Bylaws provided.
Termination of Membership
(a) The membership of any member of the Association shall automatically terminate (1) on his written request for such termination delivered to the President or Secretary of the Association personally or by mail, such membership to
terminate when the request is received; or (2) on his death.
(b) The membership of any member of the Association can be terminated by the Board of Directors if the Board determines that the actions of the member are incompatible with the mission and goals of the Association.
The Association shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the manner of termination and the date on which such membership ceased. Such book shall be kept at the Association’s principal office.
Transferability of Membership
Membership in this Association is nontransferable and non-assignable.
ARTICLE III. MEETINGS OF MEMBERS
Meetings of members shall be held at the principal office of the Association or at such other place as may be designated from time to time by the Board of Directors.
Members shall meet annually once a year. The Board of Directors may designate the time and the place of the annual meeting from time to time.
Special meetings of the Association shall be called by the President with a consent of 1/3 of the Board of Directors of the Association, to be held at such times and places within or without the State of California as may be ordered by resolution of the Board of Directors.
A quorum shall consist of the Full Members in attendance and the majority of the Board of Directors of the Association.
ARTICLE IV. DIRECTORS
Any Full Member, except Organizational Members, of this Association is qualified to be a Director hereof.
Directors, other than those named in the Constitution, shall be elected in the annual meeting by the Full members, provided a quorum is present, or if no quorum is present, at the next succeeding special meeting at which a quorum is present, or other manner of election by ballot or by mail or by other reasonable means, and the candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors, including the original Directors, shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office.
Terms of Office
(a) At the first annual meeting 1/3 of the Directors named in the Constitution will be confirmed to serve a two-year term, 1/3 of the Directors named in the Constitution will be confirmed to serve a three-year term, and 1/3 of the Directors named in the Constitution will be confirmed to serve a four-year term.
(b) Thereafter Directors, other than those named in the Constitution, shall serve three-year terms from the time they are elected until the next annual election of Directors and until theirs successors are elected.
Section 4.04. It shall be the duty of the Directors to perform any and all duties imposed on them collectively or individually by law, by the Constitution of this Association, or by these Bylaws.
Section 4.05. Directors shall serve without compensation, except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors’ meeting or any other provision allowing partial compensation.
Section 4.06. The entire Board of Directors, or any individual Director, may be removed from office at any time by the vote of 2/3 of the Full members of the Association. If any or all Directors are so removed, new Directors may be elected to fill out the terms of the removed Directors.
Vacancies caused by the death, resignation, disability of a Director or Directors, or by his or their removal as provided in these Bylaws, or by an amendment of the Constitution increasing the number of Directors authorized shall be filled by the Full members present at a Annual Meeting or Special Meeting of members called for that purpose, provided a quorum is present. Persons elected to fill vacancies as in this section provided shall hold office for the un-expired terms of their predecessors, or until their removal or resignation as in these Bylaws provided.
(a) The meeting of Directors shall be presided over by a chairperson chosen by a majority of the Directors present. The Secretary of the Association or, in his absence, any Director appointed by the presiding officer shall act as Secretary of the Board of Directors.
(b) 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 of Directors, and hence of the Association, unless the Constitution or these Bylaws require a greater number or otherwise provide.
ARTICLE V. OFFICERS
Number and Titles
The officers of the Association shall be a President, no more than two Vice-Presidents, a Secretary, and a Treasurer. The Association may also have other officers as the Board of Directors may appoint from time to time.
Any Full member of this Association is qualified to be an officer hereof. Officers may be or may not be the members of the Board of Directors.
The President, Vice-President, Secretary, and Treasurer shall be elected by the Directors from among their first meeting at which a quorum is present following their election, or, in the case of the Directors named in the Constitution, at their first meeting following formation of the Association.
Terms of Office
The first officers shall serve two-year terms until the election of their successors as provided in Section 5,03. Subsequent officers shall serve from the time they are elected until the next annual election of officers and until their successors are elected. . Such officers, including the original officers, shall only be eligible for reelection for no more than 3 terms for the same position, provided they continue to meet the qualifications for office.
Officers shall serve without compensation except that the President, Vice-President, Secretary, and Treasurer shall be allowed and paid their actual expenses in attending Directors’ and members’ meetings, and necessary expenses for conducting the business of the Association.
Any or all officers may be removed from office at any time by the vote of majority of the Directors. In the case of the removal of any officer, a new officer shall be elected to serve the un-expired portion of the term of his predecessor at the meeting at which the officer is removed.
(a) Vacancies in the office of President, Vice-President, Secretary, or Treasurer shall exist on the death, resignation, disability or removal of such officer or on the failure of the members in any election to fill the office.
(b) Vacancies as in this section provided shall be filled by the remaining Directors at the next annual meeting or special meeting which a quorum is present following the vacancy.
(c) Officers elected to fill vacancies as in this section provided shall hold office for the un-expired terms of their predecessors, or until their removal or resignation as in there Bylaws provided.
Duties of President
The president shall be the chief executive officer of the Association and shall in general, subject to the control of the Board of Directors, supervise and control the affairs of the Association. He shall perform all duties incident to his office and such other duties as may be required by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors or by the members.
Duties of Vice-President
In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. He shall have such other powers and perform such other duties as may be prescribed by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
Duties of Treasurer
Subject to the provisions of Article VII of these Bylaws, the Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositaries as shall be selected be the Board of Directors.
(b) Receive, and give receipt for, moneys due and payable to the Association from any source whatever.
(c) Disburse or cause to be disbursed the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(e) Render to the President and Directors whenever he or they request it an account of any or all of his transactions as Treasurer and the financial report to members.
(f) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
ARTICLE VI. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
Execution of Instruments
The Board of Directors, except as otherwise expressly provided in the Constitution of this Association or in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances, provided, however, that such contract or delivery is expressly authorized by the Constitution or Bylaws.
Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01.or as otherwise required by law, by the Constitution of this Association, or by these Bylaws, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Association shall be signed by the Treasurer, and counter-signed by the President or the Secretary of the Association.
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositaries as the Board of Directors may select.
ARTICLE VII. BOARD OF ADVISORS
The Board of Directors, by a majority vote, can establish an Advisory Board. A member of the Board should be a recognized expert in one of the scientific or technological areas or an internationally known scholar in the humanities or literature or a public figure who has made significant contributions in US-China relationships.
ARTICLE VIII. BYLAWS
Adoption, Amendment, and Repeal
These Bylaws shall become effective on their being signed by the original Directors as named in the Constitution, or on their adoption by the vote or written consent of a majority of the voting members of this Association, and they may be amended or repealed, in whole or in part, and new Bylaws adopted by the vote or written consent of a majority of the voting members of the Association.
Certification and Inspection
The original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the Secretary of the Association, shall be recorded and kept in a book which shall be kept in the principal office of the Association, and such book shall be open to inspection by the members at all reasonable times during office hours.
ARTICLE IX. REPORTS, FISCAL YEAR, INSIGNIA, AND SEAL
Annual Report and Financial Statement
The Board of Directors shall cause a written annual report, including a financial statement, to be prepared and submitted to the members in the annual meeting of each year. The report shall summarize the association’s activities for the preceding year and activities projected for the forthcoming year; the financial statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the Treasurer or a public accountant.
The fiscal year of the Association shall be the calendar year.
Insignia and Seal
The board of Directors may adopt, use, alter, or cancel an Association insignia or seal, or both, and by rule shall prescribe the time, manner, and place in which such logo may be worn or used.
We, the undersigned, are all of the persons named as first Directors in the Constitution of this Association, and hereby consent to, and do, adopt the forgoing Bylaws, as the Bylaws of said Association.