Bylaws of
Article I
Constitution of the Association
1.1
Name
The official name of this organization is the Nanjing
University Alumni Association in
1.2 Use of the Name
The use of the name in any public
event or publication must be authorized by NUAA-CNN Board of Directors or an
officer authorized by the Board.
1.3 Nature
The NUAA-CNN is a non-profit and
non-political regional organization, which is affiliated with the Nanjing
University Alumni Association of the
NUAA-CNN is exclusively organized
for, and will be operated exclusively for charitable, scientific and
educational purposes.
1.4 Purposes
The objectives of NUAA-CNN are to
1.4.1
promote, advance
and foster the welfare and interests of its alumni and the Alma Mater,
including but not limited to, establish a communication network among the
alumni who live in the
1.4.2
create
opportunities for the alumni to share common interests and to foster
friendship;
1.4.3
provide mentoring
services or programs that will help alumni regarding professional and personal
development in the
1.4.4
support the development of the Alma Mater.
No part of NUAA-CNN’s net earnings or assets will
inure to the benefit of private shareholders or individuals.
Article II
Members
2.1 Membership
Anyone who lives in the
2.2 Membership Due
There is no membership due at present time.
2.3 Membership Right
All the members have the right to vote, to be
elected as a member of the governing body, to attend NUAA-CNN meetings or
activities, and to make suggestions that may benefit both alumni and their Alma
Mater.
Article III
Board of Directors
3.1 The Governing Body
The Board of Directors shall be the
governing body of NUAA-CNN, shall coordinate and administer the operation of
NUAA-CNN within the scope of the Bylaws.
3.2 Member
The Board shall consist of no less than Seven (7)
directors. The current
president and the immediate past President should be ex officio members of the
Boards of Directors.
3.3 Powers and resposibilities of the Board
The Board of Directors of NUAA-CNN shall:
3.3.1
Have the power to
establish policy for the membership of NUAA-CNN and have the power to pass all
such implementation of that policy on behalf of the members;
3.3.2
Regularly attend
meetings of the Board of Directors;
3.3.3
Appoint or approve
Officers to conduct business and/or activities of NUAA-CNN;
3.3.4
Remove a member of
the Board or an officer;
3.3.5
Approve and serve
on Special Ad Hoc Committees, as appointed by the President;
3.3.6
Develop and
improve final policies for Nomination/Election Committee, which shall consist
of at least the Past President, the Vice President of Membership (as appointed)
and the Secretary;
3.3.7
Establish annual
dues and disperse all revenue generated wherefrom;
3.3.8
Interpret or
construe the Bylaws of NUAA-CNN;
3.4 Election
3.4.1 Annual Meeting
An annual meeting of all members for election and
other purposes shall be held on the last Saturday before the end of May. The
Board shall have the authority to select an earlier or later date.
3.4.2 Nominee of Board
Members
Any member becomes a nominee if (1) she or he
volunteers, or (2) she or he is nominated by a member, is seconded by another
member, and expresses her or his willingness to serve the NUAA-CNN. The number
of nominees shall be equal to or more than the board member positions up for
election.
3.4.3
Election
Board members shall be elected by a majority vote of members
attending the annual meeting, where one-third or more of all the members is
required. In the event that there
are more candidates than the number of vacancies, the candidate(s) who receives
most votes would proceed with the position(s). Member of Election Committee will
supervise the process of election.
3.4.3.
Term
The term of the board members is one year. All the Board
members shall be eligible for reelection.
3.4.5.
Fail
to Elect
If not enough board members are elected, a second election
shall be held. Vacancy number plus one name shall be selected from the previous
nominee list in the order of votes obtained.
3.5 Removal
A Director may be removed, with
or without cause, by a two-thirds majority vote of the entire Board of
Directors whenever in its judgment the best interest of NUAA-CNN will be served
thereby.
3.6 Representative
Officers to NUAA-US
The Board of Directors shall elect two board
members as Representative Officers to represent the NUAA-CNN on the Board of
Directors of NUAA US. The term of Representative Officers is two years. The
Representative Officers shall be eligible for reelection. In the event of a vacancy such as
resignation or not being able to be re-elected to the board, the Board of
Directors, by a majority vote, may fill such a vacancy for the unexpired
portion of the term.
ARTICLE IV
Officers
4.1 Offices
The officers of NUAA-CNN shall consist of one
President, one or more Vice Presidents, one Treasurer and one Secretary. The
Board of Directors with a majority vote of the entire Board should appoint the
President. The term of her or his
appointment is one year. The President should nominate Vice-President(s),
Treasure and Secretary or additional officers on committees as deemed advisable
and necessary, with the approval by the Board of Directors. The Board of Directors should have the
power to remove the President with a two-thirds majority vote of the entire
Board.
4.2 President
The President shall be the chief executive
officer of NUAA-CNN and shall:
4.2.1
Preside over all
meetings of NUAA-CNN, the Board of Directors.
4.2.2
Represent NUAA-CNN
at official University functions, which shall be deemed consistent with the
purpose of NUAA-CNN.
4.2.3
Appoint all
special or ad hoc committees and NUAA-CNN representatives.
4.2.4
Be an Ex-Officio
member of all committees, except the Nominating Committee.
4.2.5
Have the power to
call such special meetings of the Board of Directors and the Executive
Committee, as she or he shall deem necessary.
4.3 Vice
Presidents
4.3.1 The Vice Presidents of NUAA-CNN
shall perform such functions as the President shall appoint, subject to the
approval of the Board, and serve as the chairpersons of their respective
committees, if any.
4.3.2 The President shall appoint
at least one or more Vice Presidents to preside over all meetings of NUAA-CNN
and of the Board of Directors in the absence of the President. Such Vice President shall fulfill the duties
of the President in her/his absence and shall assume the presidency, subject to
the approval of the Board of Directors, should that office become vacant.
4.4 Treasurer
The Treasurer shall have custody of NUAA-CNN's
financial records and shall keep and maintain complete and accurate records of
NUAA-CNN's accounts and assets, including but not limited to records of all
receipts and disbursements. The Treasurer shall deliver periodic reports at the
periodic meetings of, or whenever as required by, the Board of Directors or the
President.
4.5 Secretary
The
Secretary shall
4.5.1 have custody of and maintain
all of NUAA-CNN's records except the financial records, including a current
mailing list of membership
4.5.2
record the minutes
of all meetings of the members, and the Board of Directors
4.5.3
perform such other
duties as may be prescribed by the board of directors or the president.
4.6 Special and
Ad Hoc Committees
The President shall appoint all such committee(s)
as he shall deem advisable and necessary to the purpose and objectives of
NUAA-CNN. Such committee(s) shall be considered terminated upon the completion
of the purpose or objective to which they were created.
ARTICLE V
Finance
5.1 Dues and Fees
Certain dues or fees may be assessed as established
by the Board of Directors of NUAA-CNN necessary to the furtherance of the
purposes of NUAA-CNN.
5.2 Expenses
Expenses of organizing any NUAA-CNN activity shall
be approved by the Board, made known to all the invited members before or after
the activities, and then shared by all the participants. No member or any
officer or director shall incur expenses in the name of NUAA-CNN without
authorization of the Board.
5.3 Usage
The organizing committee of any
activity is ultimately responsible for balancing the budget. The surplus, if
there is any, shall be carried over to the next NUAA-CNN activity. The
Treasurer will report the financial situation to all members annually and to
the Board of directors as requested.
5.4 Ending Balance
Upon dissolution of NUAA-CNN, all
of its remaining assets will be exclusively used for charitable, scientific and
educational purposes or other similar nonprofit purposes.
ARTICLE VI
Meetings
Meetings
6.1.1 Board of
Director’s Meeting
6.1.1.1 A regular
annual meeting of the Board of Directors may be held in or at such time and
place as it shall from time to time determine.
6.1.1.2
Special meetings
of the Board of Directors shall be held upon notice to the Directors and may be
called by the President, the Secretary, any two (2) of the Vice Presidents, or
any three (3) members of the Board of Directors upon five (5) days notice to
the Directors. Notice of a meeting
need not be given to any Director who submits a waiver of notice whether before
or after the meeting or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to him. Directors can attend the meeting
in person or telephonically.
6.1.2 All Member Meeating
6.1.2.1 An annual all member meeting should be held
to conduct business including but not limited to election.
6.1.2.2 The NUAA-CNN all member meetings other than
annual meeting may occur at the call of the Board, or when requested by
one-third or more of all the members. Notice of any meeting or gathering shall
be given to each member at least ten (10) days in advance.
Article VII
Amendment
7.1 Amendment
of Bylaw
Any amendment to these Bylaws may be proposed
by any member of the Board or any five (5) Members of NUAA-CNN and must be
presented to the Board of Directors for consideration. Amendments to these Bylaws may be
approved by a two-third vote of the members attending the all member
meeting of the NUAA-CNN provided that notice of the proposed amendment has been
supplied to members at least 10 days prior to the meeting date. Any change of
Bylaws shall become effective immediately after passing the vote.
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