CONSTITUTION OF THE ASSOCIATION FOR U.S.-CHINA EXCHANGE
The name of this Association is The Association for US-China Exchange. II. OBJECTIVES The objectives of this Association are: to promote the exchanges in all areas of Science and Technology between the US and China; to facilitate collaboration and exchanges of personnel between research institutes and universities of the two countries; to assist student exchanges between the two countries in higher education; to provide or arrange short course trainings for professionals in science and technological fields; to provide expert consultations to scientific and technological companies that seek business opportunities between China and the US. Through the exchanges, the Association is committed to enhancing the contributions of science and technology to the social and economic well being of the peoples of the two countries and to promoting the living qualities in the two countries. This Association is a nonprofit organization and pursues these objectives in accordance with the laws of the two countries.
III. PRINCIPAL OFFICE The principal office of the Association for the transaction of its business is located at 425 Grand Avenue, Davis, Yolo County, California. U.S.A.
IV. GOVERNING BODY (a) The power of the Association shall be exercised, its property controlled, and its affairs conducted by a Board of Directors. (b) Board of Directors. (c) The qualifications, the time and manner of electing, the terms of office, the duties and compensation, if any, and the manner of removing Directors and filling vacancies shall be as set forth in the Bylaws of this Association.
V. MEMBERS (a) The qualifications of members of the Association, the different categories of membership, if any, the voting and other rights and privileges of members and their liability for dues and assessments and the method of collection, and the termination and transfer of membership shall be as stated in the Bylaws. (b) If the voting or other rights or interests, or any of them, are unequal, the Bylaws shall set forth the rule or rules by which the voting or other rights or interests of each member or class of members are fixed and determined.
VI. DISSOLUTION This Association shall be dissolved and its affairs wound up when the objectives for which it is organized have been fully accomplished.
VII. DISTRIBUTION OF ASSETS On the dissolution or winding up of this Association, its assets remaining after payment of, or provision for payment of, all of its debts and liabilities shall be distributed as follows: all assets shall be sold at public auction and the proceeds distributed among all members, share and share alike or property donated to the association by its members within the 12-month period immediately prior to dissolution shall be returned to those members.
VIII. LIMITATION ON POLITICAL ACTIVITIES None of the activities of this association shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall this Association participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
IX. NET PROCEEDS FROM PUBLIC EVENTS If this Association holds any events that members of the general public are invited to observe or participate in for a fee, the income from the general public, less a proportional share of the expenses, will not benefit members and will be paid over to an organization that is exempt from income tax under Section 501(C) (3) of the Internal Revenue Code on an annual basis.
X. DISTRIBUTION OF INCOME AND PROHIBITED ACTIVITIES Notwithstanding any other provision in this Constitution, this Association shall be subject to the following limitations and restrictions: (a) The Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. (b) The Association shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. (c) The Association shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1986, or in corresponding provisions of any subsequent federal tax laws. (d) The Association shall not make any investment in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. (e) The Association shall not make any taxable expenditure as defined in Section 4945 (d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
XI. CONSTITUTION (a) The original or copy of this Constitution as amended to date shall be kept at the principal office of the Association, and shall be open to inspection by all members at any reasonable time. (b) This Constitution shall be amended only by resolution duly adopted by 2/3 of the Directors and by the vote or written consent of 3/4 of the ballots cast by voting members of the association and not otherwise.