PEKING UNIVERSITY ALUMNI ASSOCIATION OF NEW ENGLAND
ARTICLE 1. PURPOSE
SECTION 1. PURPOSE
We hold that to promote cultural understanding and educational exchanges between the peoples of America and China by building a Peking University Alumni network and encouraging alumni of the university who are currently working, studying or living in New England to serve and inform both the various New England communities and the country as a whole.
ARTICLE 2. MEMBERS
SECTION 1. MEMBERSHIP QUALIFICATIONS
Any person who:
has worked as faculty or staff for, or studied in Peking University;
is currently living or has lived in one of the six New England states (Massachusetts, Vermont, New Hampshire, Maine, Rhode Island and Connecticut);
pays applicable annual membership dues; and
notifies this organization his/her contact information.
SECTION 2. ANNUAL MEMBERSHIP DUE AND MEMBERSHIP REGISTRATION
The amount of membership dues shall be decided by the Board of Directors. Membership dues shall be paid and the membership registration shall be performed before May 31 each year.
SECTION 3. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of the members present at a Membership Meeting duly held at which a quorum is present is the act of the entire membership, unless it is overruled by three-fourths of the Board of Directors, which may then be overruled by one-half of the entire membership.
SECTION 4. ANNUAL MEMBERSHIP MEETING
Date of the Meeting. The date for Annual Membership Meeting shall be a date in the month of May and shall be decided by the Board of Directors.
Chair of the Meeting. Annual Membership Meeting shall be chaired by a person designated by the Board of Directors. The chair shall be given all assistance by the Board of Directors and Officers in organizing the Annual Membership Meeting.
Notice of the Meeting. Notice of Annual Membership Meeting shall be sent to registered members 30 days prior to the date of the meeting. The notice shall include the date, time, location, agenda, and chairperson of the meeting.
Quorum. Annual Membership Meeting quorum shall be no fewer than fifty registered members.
Businesses of the Meeting. The businesses to be conducted at Annual Membership Meeting shall include, but not limited to, approval of the selection of the chair of the meeting, approval of the management’s Annual Report for the previous year, changes in the Bylaws if necessary, election of the President, approval of the composition of current Board of Directors, and in the absence of which, the approval of the nomination of a new Board of Directors.
SECTION 5. SPECIAL MEMBERSHIP MEETING
Special Membership Meetings may be called by three members of the Board of Directors or 25% of registered members. Those who call the meeting shall designate a member as the Chair of the meeting. The notice of the meeting shall be sent to all members two weeks prior to the meeting and shall include the agenda of the meeting. Special Membership Meetings shall have the same quorum requirement and the same powers as the Annual Membership Meeting.
ARTICLE 3. BOARD OF DIRECTORS
SECTION 1. NUMBER
The organization shall have no less than five Directors. The Directors are collectively known as the Board of Directors.
SECTION 2. POWERS
Subject to the limitations by Section 3 of Article 2, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. SELECTION OF THE BOARD OF DIRECTORS
Subject to the limitations by Section 3 of Article 2, the election of new members of board of directors shall be proceed as follows:
Any member who has participated in activities organized by the association and received a nomination from ten or more current members shall become a nominee.
The name of the nominee and the supporting materials with the signatures of ten or more nominating members shall be sent to the board for consideration, before making the nomination public, including to the nominee himself or herself.
At least two current board members should know the nominee, either by previous acquaintance or through face-to-face interview. The board will decide when and where to contact the nominee.
If the above two current board members both recommend the nominee, a vote must take place. If the nominee can not receive at least two current board members' recommendation, there will be no vote, and the nomination is dismissed.
The nominee shall become a new member of the board of directors with the approval of at least two-third of the current members of the board of directors.
The board must act within 60 days once a nomination is received, either by taking a vote, or arriving at the decision of dismissal.
SECTION 4. DUTIES
It shall be the duty of the directors to:
Convene Annual Membership Meeting to elect PKUAA-NE President, approve other officers nominated by the elected president;
Attend Board meetings as required by these Bylaws to ensure that the purpose of this organization is achieved;
The Board of Directors shall have the control and management of the affairs and property of the organization.
SECTION 5. CHAIRPERSON OF THE BOARD
The Chairperson shall be elected by the Board of Directors within a month after the annual meeting. Chairperson’s responsibilities are to chair meetings of the Board of Directors and to generally ensure that the Board of Directors performs the duties prescribed in these Bylaws. Chairperson may be reelected.
SECTION 6. TERMS OF OFFICE
Each term of the office is four years. Half of the directors shall be re-nominated and re-approved every two years. A director may serve on the Board of Directors until his/her resignation, removal or death. There shall be no limit on the number of terms any director may serve.
SECTION 7. COMPENSATION
Directors shall serve without compensation except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular duties as specified in Section 4 of this Article.
SECTION 8. BOARD MEETINGS
Meetings of the Board of Directors may be called by the Chairperson of the Board or by any two directors. Such meetings shall be held at the place designated by the person or persons calling the meeting, or by Board designation and in the absence of such designation, at the principal office of the organization.
SECTION 9. QUORUM AND ATTENDANCE OF MEETINGS
A quorum shall consist of two-thirds of current Directors. Directors can attend a meeting by being physically present at the meeting or sending an e-mail comment on agenda items before the meeting. Except as otherwise provided in these Bylaws or by law, no business shall be considered by the Board at any meeting at which a quorum is not present. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting
SECTION 10. MAJORITY ACTION AS BOARD ACTION
Every action 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.
SECTION 11. RESIGNATION AND REMOVAL
Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time specified, at the time of its receipt by the Chairperson. The acceptance of a resignation shall not be necessary to make such resignation effective. Directors may be removed with or without cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes at such a meeting.
ARTICLE 4. BOARD COMMITTEES
SECTION 1. FINANCE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members to constitute a Finance Committee. The responsibilities of the Finance Committee are
Organize and direct the effort to secure financial resources to build an endowment and to support the activities of this organization;
Review and recommend for Board approval of the Management’s budget plans.
Audit the use of the organization’s financial resources.
The Finance Committee shall be chaired by a chairperson appointed by the Board of Directors.
SECTION 2. OTHER COMMITTEES
Subject to the limitations by Section 3 of Article 2, the organization shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors.
ARTICLE 5. OFFICERS AND THE MANAGEMENT
SECTION 1. DEFINITION
The officers of the organization shall be a President and one or more Vice Presidents, a Secretary, and a Chief Financial Officer who shall be designated as the Treasurer. Neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board, and that the President and the Chairperson of the Board can not be the same person. The Officers are collectively called the Management.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any member who recognizes and agrees with these bylaws may serve as an officer of this organization. Any member who served as an officer for one year or more may be elected as the President. The President shall be elected biannually either in the Membership Meeting, or through online voting before the Meeting, with the most votes. The elected President shall take the office within two months after the election. The president may serve continuously for up to one term (two years). Other officers shall be nominated by the elected president and approved by the Board of Directors. An 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 appointed, whichever occurs first.
SECTION 3. REMOVAL AND RESIGNATION
The Board of Directors may convene a non-regular membership meeting with cause, to remove officers or elect a new President. Any officer may resign at any time by giving written notice to the President.
SECTION 4. DUTIES OF PRESIDENT
The President shall be the Chief Executive Officer of the organization and shall, subject to the control of the Board of Directors,
Supervise and control the affairs of the organization and the activities of the officers;
Perform all duties incident to his or her office and such other duties as may be required by law, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
Except as otherwise expressly provided by law, or by these Bylaws, he or she shall, in the name of the organization, execute such contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Present an Annual Report, including a section on the financial report, of the organization at the Annual Membership Meeting.
SECTION 5. DUTIES OF VICE PRESIDENTS
Vice Presidents shall assist the President in the performance of his or her duties. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the President or 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.
SECTION 6. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the organization the original, or a copy of these Bylaws as amended or otherwise altered to date.
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 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.
Be custodian of the records and of the seal of the organization and see that the seal is affixed to all duly executed documents.
SECTION 7. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the organization, and 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 of Directors.
Receive, and give receipt for, monies paid to the organization from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the organization as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
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.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
SECTION 8. COMPENSATION
Officers shall serve without compensation except that they shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular duties as specified in Section 4 of this Article.
ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these 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. 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 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, 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 of the organization.
SECTION 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 of Directors may select.
ARTICLE 7. CORPORATE RECORDS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The organization shall keep at its principal office:
Minutes of all meetings of directors, committees of the Board 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;
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;
A copy of the organization's Bylaws as amended to date.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the organization. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. MEMBERS' INSPECTION RIGHTS
Every Member 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.
ARTICLE 8. INTERPRETATION AND AMENDMENT OF BYLAWS
SECTION 1. INTERPRETATION
The interpretation of the Bylaws is the privilege of the Board of Directors unless the majority of the membership overrules the Board.
SECTION 2. AMENDMENT
These Bylaws may be altered, amended, or repealed by approval of the two-third Board of Directors or the majority of the membership.
ARTICLE 9. CONFLICT OF INTEREST POLICY
The conflict of interest policy set forth on Schedule ‘A’ herewith and consisting of two pages shall be the policy of this corporation as set forth therein.