Bylaw of ZJUAANC (English Version)
Zhejiang University Alumni Association North Carolina Chapter Foundation
A NORTH CAROLINA PUBLIC BENEFIT CORPORATION
(Version For Discussion)
ARTICLE I NAME
SECTION 1 NAME
The name of this corporation shall be the Zhejiang University Alumni Association North Carolina Chapter Foundation (ZJUAANC, Foundation). The board of directors shall fix the location of the principal executive office of the foundation at any place within or outside the State of North Carolina. If the principal executive office is located outside North Carolina and the foundation has one or more business offices in North Carolina, the board shall fix and designate a principal business office in North Carolina.
ARTICLE II. MISSIONS AND PURPOSES
SECTION 1. NATURE
The Foundation is a non-profit organization and is not organized for the private gain for any person. The Foundation is organized and operated exclusively under Section 501(c)(3) of the Internal Revenue Code of 1986 and as a non-private foundation under Section 509(a)(1) of said Internal Revenue Code. All board of directors of the ZJUAANC work voluntarily.
On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the foundation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).
SECTION 2. PURPOSE
The foundation is founded to:
Assist Zhejiang University in all possible ways toward enhancing its educational and cultural environment.
Promote education and research of Zhejiang University
Organize various types of activities and events to unite our alumni, and to support our alumni’s professional developments.
Organize and participate various types of activities and events in public communities as venues to promote Zhejiang University in public
SECTION 3. LIMITATIONS
Also in the context of these purposes, the foundation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this foundation, and the shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresponding provision of any future United States internal revenue law. Additionally, no substantial part of the activities of this foundation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Internal Revenue code section 501(h); this foundation shall not participate or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.
ARTICLE III. DIRECTORS
SECTION 1. NUMBER
The foundation shall have not less than five (5), and no more than eleven (11) with the exact number to be fixed within these limits by approval of the Board of Directors in the manner provided in these Bylaws. These limits may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the North Carolina Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this foundation, the activities and affairs of this foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this foundation, or by these Bylaws;
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the foundation;
- Supervise all officers, agents and employees of the foundation to assure that their duties are performed properly. Review and approve the budget request. Review the financial spending report and financial balance sheet at least once a year.
- Conduct, manage and control the affairs and activities of the Foundation and to make such rules and regulations therefore not inconsistent with law, the Articles or these Bylaws, as they may deem best.
- Adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.
- Resolve major conflicts in the organization.
- Meet at such times and places as required by these Bylaws;
- Register their addresses with the Secretary of the foundation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
- Elect or remove the Chairperson of the Board.
SECTION 4. CHAIRPERSON, DEPUTY CHAIRPERSON, AND SECRETARY OF BOARD
The Chairperson of the Board is also a Director and shall obey the duty of the directors listed above.
The Chairperson of the Board is elected by the Board of the Directors with 51% or more votes.
The Chairperson can be removed by two-thirds of directors.
Chairperson has the following additional duties:
- Act as the focal point of the Board. Host or delegate the hosting of board meetings.
- Appoint Deputy-Chairman as the acting Chair during Chairperson’s absence.
- Announce all the major decisions made by the Board.
- If the Secretary is not available, publish meeting minutes and keep the records of the major decisions made by the board.
- Monitor the performance of the Directors according to the duties defined in this Bylaw. In an event that a Director becomes disqualified, the Chairperson shall initiate a special meeting to replace this dysfunctional director.
SECTION 5. TERMS OF OFFICE
The term of the Board is three (3) years. The election of the new board should happen at the beginning of December every three years. A Director may remain on the board if they are re-elected after their term. The same Chairperson may serve a maximum of two full terms consecutively.
SECTION 6. NOMINATION
Alumni of Zhejiang University can start to nominate directors 30 days before election date to the election committee through emails. The director nominees should be alumni of Zhejiang University who (a) can offer great resources to help this foundation; or (b) have been leading officers in this foundation for at least two years;
Election committee is appointed by the current board of directors.
SECTION 7. ELECTION
The Board of Directors is elected by the current and former (1) directors; (2) officers; Removed directors and officers are excluded.
The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. An extra round of vote will be conducted for the tied candidates. Each voting member shall cast one vote, with voting being by email before a date decided by the Board. The general election shall be held in first Saturday of December every three years. Vote should be emailed to an email address designated by the election committee.
The current chairperson is usually the one who organizes the general board election process and publishes the election results. However, Chairperson can also appoint a proxy (usually a Director) to organize the board election process.
SECTION 8. COMPENSATION AND REIMBURSEMENT
Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article.
SECTION 9. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
- Any person currently being compensated by the foundation for services rendered within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 10. VACANCIES AND REPLACEMENT OF DIRECTORS
- Any director may resign effective upon giving written notice to the Chairperson of the Board, the Secretary of the Board, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
- A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director or if the authorized number of directors be increased.
- The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising pursuant to applicable law.
- The directors also may be removed without cause by a two-third majority of all voting members.
Replacement of Vacancies
Vacancies in the Board shall be filled by election of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.
Reduction of Authorized Number of Directors
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.
SECTION 11. MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the foundation 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.
The Board shall hold an annual meeting for the purpose of organization, selection of directors and officers, and the transaction of other business. Annual meetings of the Board shall be held at any place designated by the board. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
Regular meetings of the Board shall be held on such dates as may be fixed by the Board. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, any Vice Chairs, Secretary of the Board, or any 1/3 of all directors.
Special meetings of the Board shall be held upon 72 hours’ notice telephone, including a voice messaging system or, electronic mail, or other electronic means of communication.
Participation in Meetings by Tele-Conference
Directors of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Directors of the Board may participate in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) if all of the following apply:
Each member participating in the meeting can communicate with all of the other members concurrently.
Each member is provided with the means of participating in all matters before the Board, including, without limitation, the capacity to propose or to interpose an objection to a specific action to be taken by the Board.
The Foundation adopts and implements some means of verifying both of the following:
- A person participating in the meeting is a director or other person entitled to participate in the Board meeting.
- All actions of, or votes by, the Board are taken or cast only by the directors and not by persons who are not directors.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors with more than a half of elected directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this foundation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
SECTION 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 of Directors, unless the Articles of Incorporation or Bylaws of this foundation, or provisions of the North Carolina Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board. In case of removing the current director, president or changing these Bylaws, decisions should be made by at least two thirds of the Board of Directors.
SECTION 14. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the North Carolina Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this foundation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 15. RIGHTS OF INSPECTION
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 Foundation of which such person is a director.
SECTION 16. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the foundation.
SECTION 17. ADVISORS TO THE BOARD
The Board may appoint advisors for the Foundation. Such advisors may participate the Board meetings, but do not have voting rights.
ARTICLE IV OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the foundation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated as the Treasurer. The foundation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that the Treasurer may not serve as the President or Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
An officer of this foundation must be an alumnus of Zhejiang University. The term of the officers is one year. The Board appoints the next president of the Foundation on the first Saturday of December every year. The president will assemble the executive team by appointing officers. The president may decide the total number of officers for the team, with an exception that the Chief Financial Officer (or Treasurer) can not be eliminated. The president may serve a maximum of three terms consecutively. There is no limit as how many terms an officer other than the president may be in the office.
The Executive Team formed by the president must be 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.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the foundation. Any such resignation shall take effect at the date of receipt of such notice or at any 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 which has been approved or ratified by the Board of Directors relating to the employment of any officer of the foundation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled by appointment by the President subject to Board’s approval. 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 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the foundation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the foundation 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, by the Articles of Incorporation of this foundation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the foundation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. In the context of the above general duties, the President shall:
- Define the number of the functional areas to appoint VPs and form the Executive Team, subject to Board’s approval.
- Monitor the performance of the other officers and replace the officers who resigned or ineffective in serving their roles subject to Board’s approval.
- Manage the day-to-day operations of the Organization.
- Respond to internal and external requests and resolve issues.
- Maintain the mailing list and the web site for the organization.
- Promote or initiate any activities that would benefit the organization.
- Report to the Board at a regular Board meeting.
- Represent ZJUAANC in dealing with other sister alumni organizations and government agencies.
SECTION 7. DUTIES OF SECRETARY
The Secretary shall:
- Certify and keep at the principal office of the foundation the original or a copy of these Bylaws as amended or otherwise altered to date.
- Keep at the principal office of the foundation 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.
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- Be custodian of the records and of the seal of the foundation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the foundation under its seal is authorized by law or these Bylaws.
- Keep at the principal office of the foundation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
- Exhibit at all reasonable times to any director of the foundation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the foundation.
- In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this foundation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 8. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of the foundation, and deposit all such funds in the name of the foundation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
- Receive, and give receipt for, monies due and payable to the foundation from any source whatsoever.
- Disburse, or cause to be disbursed, the funds of the foundation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
- Keep and maintain adequate and correct accounts of the foundation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- Exhibit at all reasonable times the books of account and financial records to any director of the foundation, or to his or her agent or attorney, on request therefore.
- 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 foundation.
- Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
- In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the foundation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
ARTICLE V FOREIGN AIDS RESPONSIBILITY
Section 1. GRANTS
The making of grants and contributions and otherwise rendering financial assistance for charitable purposes shall be within exclusive power of your board of directors.
Section 2. QUALIFICATION OF GRANTEE
The furtherance of your purposes, the board of directors shall have the power of make grants to any organization and operated exclusively for charitable, scientific or educational purpose within the meaning of section 501(c)(3) of the Internal Revenue Code, as opposed to a specific foreign organization(s).
Section 3. REVIEW OF FUND REQUESTS
The board of directors shall review all requests for funds from other organizations, shall require that such requests specify the use in which the funds will be put, and if the board of directors approves the request, shall authorize payment of such funds to the approved grantee for those specified project(s) only.
Section 4. REQUIREMENTS FOR FOREIGN GRANTEE
In such case that grantee be in a foreign country, the board must determine that it is organized and operated to meet all requirements of section 170(c)(2) of the code excepting the requirement set forth in section 170(c)(2)(A).
Section 5. REPORTS FROM FOREIGN GRANTEE
The foreign charity/recipient must agree to make periodic reports of the funds it has received to insure that they are being for its intended purposes. It must further agree that any donated funds not spent must be returned to you.
ARTICLE VI AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
- by approval of two-thirds of Board of Directors, or
- by approval of the two-thirds voting members, if any, of this foundation.
The new Bylaws can be effective only after sixty days of the amendment.
ARTICLE VII AMENDMENT OF ARTICLES OF INCORPORATION
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of articles of incorporation, the articles of incorporation, may be altered or amended as follows:
- by approval of two-thirds of Board of Directors, or
- by approval of the two-thirds voting members, if any, of this foundation.