Bylaws
of
Greater
Article I
Constitution of the Association
1.1. Name.
A. The official name of this organization is "Nanjing University Alumni Association Greater Philadelphia", abbreviation as “NUAAPHL”, hereinafter referred to as “NUAAPHL.” NUAAPHL, is a local Chapter of Nanjing University Oversea Alumni Association in the United States of America, hereafter referred to as “NUAA
B. The use of the name in any public event or publication must be authorized by NUAAPHL Board or an officer authorized by the Board.
1.2. Nature and Purposes
NUAAPHL is a non-profit and non-political organization.
NUAAPHL is exclusively organized for, and will be operated exclusively for charitable, scientific and educational purposes and other similar nonprofit purposes.
The purposes of NUAAPHL are to promote, advance and foster the welfare and interests of the University and its alumni, including but not limited to, establishing a communication network among University alumni in the Great Philadelphia Area including
No part of NUAAPHL’s net earnings or assets will inure to the benefit of private shareholders or individuals.
NUAAPHL will not, as a substantial part of its activities, attempt to influence legislation or participating to any extend in a political campaign for or against any candidate for public office.
Article II
Members
2.1. Active Membership
A. Eligibility. Those eligible for active members shall be all persons who are degree recipients from the University or any of its predecessors, all persons who studied or worked at the University or any of its predecessors, all persons who studied or worked at the University on an exchange basis, all persons who employed at the University or performed research work at the University or any of its predecessors, or all persons who worked or studied at the University or any of its predecessors.
B. Qualifications. To be qualified as an active member, the person must
1. have satisfied the Eligibility requirements described in 2.1A;
2. live in the Great Philadelphia Area, or anywhere else but willing and able to participate in the activities organized by NUAAPHL; and
3. accept these Bylaws.
2.2. Member Register
A. The Board of Directors shall cause the mailing list (hereinafter, the “Member Register”) of NUAAPHL of all the active members registered, maintained and updated from time to time via electronic means or other means determined appropriate by the Board of Directors.
B. Notwithstanding the foregoing, anyone who is otherwise qualified for an active member but for one or more criteria may elect or remain to be a non-voting member of NUAAPHL.
2.3. Membership Due
There is no membership due.
2.4. Membership Right
All the active members are entitled to one vote per member at the regularly scheduled or any special meeting, to be elected to the Board or any of the offices, to participate in the meetings or activities organized by NUAAPHL.
Article III
Board of Directors
3.1. The Governing Body
The Board of Directors shall be the governing body of NUAAPHL, shall coordinate and administer the operation of NUAAPHL within the scope of the Bylaws.
3.2. Election
Members of the Board of Directors shall be elected by a majority vote of members attending an NUAAPHL annual meeting.
3.3. Number
The Board shall consist of Seven (7) to Eleven (11) directors. The initial Board shall be comprised of at least Seven (7) Directors.
(3.3 amended on January 6, 2007)
3.4. Powers of the Board
The Directors of NUAAPHL shall:
1. Have the power to establish policy for the membership of NUAAPHL and have the power to pass all such implementation of that policy on behalf of the membership;
2. Regularly attend meetings of the Board of Directors;
3. Appoint or approve Officers to conduct business and/or activities of NUAAPHL;
4. Approve and serve on Special and Ad Hoc Committees, as appointed by the President;
5. Develop and improve final policies for Nomination Committee, which shall consist of at least the Past President, the Vice President of Membership (as appointed) and the Secretary;
6. Establish annual dues and disperse all revenue generated therefrom;
7. Interpret or construe the Bylaws of NUAAPHL;
8. Other powers as the Board of Director shall deem proper to augment the purpose of NUAAPHL.
3.5. Meetings
A regular annual meeting of the Board of Directors may be held in November in the Great Philadelphia Area or at such time and place as it shall from time to time determine. Special meetings of the Board 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.
ARTICLE IV
Officers
4.1. Offices
The officers of NUAAPHL shall consist of one President, one or more Vice Presidents, one Treasurer and one Secretary. The Board or the President may appoint or elect additional officers or committees as deemed advisable and necessary.
4.2. President
The President shall be the chief executive officer of NUAAPHL and shall:
1. Preside over all meetings of NUAAPHL, the Board of Directors.
2. Represent NUAAPHL at official University functions, which shall be deemed consistent with the purpose of NUAAPHL.
3. Appoint all special or ad hoc committees and NUAAPHL representatives.
4. Be an Ex-Officio member of all committees, except the Nominating Committee.
5. Have the power to call such special meetings of the Board of Directors and the Executive Committee, as he shall deem necessary.
4.3. Vice Presidents
A. The Vice Presidents of NUAAPHL 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.
B. The President shall appoint at least one or more Vice Presidents to preside over all meetings of NUAAPHL and of the Board of Directors in the absence of the President. Such Vice President shall fulfill the duties of the President in 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 NUAAPHL's financial records and shall keep and maintain complete and accurate records of NUAAPHL'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: (i) have custody of and maintain all of NUAAPHL's records except the financial records, including a current mailing list of membership; (ii) record the Minutes of all meetings of the Members and the Board of Directors; and, (iii) perform such other duties as may be prescribed by the Board of Directors or the President.
4.6. Representative Officers to NUAA
The Board of Directors shall elect two board members as Representative Officers to represent the NUAAPHL 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, the Board of Directors, by a majority vote, may fill such a vacancy for the unexpired portion of the term.
4.7. Special and Ad Hoc Committees
The President shall appoint all such Committees as he shall deem advisable and necessary to the purpose and objectives of NUAAPHL. Such committee(s) shall be considered terminated upon the completion of the purpose or objective to which they were created.
ARTICLE V
Election of Officers and Directors
5.1. Nomination
Any member of NUAAPHL may make nominations to a Nominating Committee established by the Board of Directors. The Nominating Committee shall screen all nominations as to eligibility, and shall provide a slate of nominees to the Board of Directors. Notwithstanding the foregoing, nominations may be made from the floor at any meeting called for the purpose of electing Officers and/or Directors for NUAAPHL.
5.2. Election
Elections shall be held during an annual meeting of NUAAPHL. Officers and Directors shall be elected from a slate of nominees provided by the Nominating Committee, and shall be elected by a majority vote from active regular members present at the annual meeting.
5.3. Terms
Members of the Board of Directors shall have a term of two (2) years. Officers appointed by the Board or the President shall have a term of two (2) years or duration of the appointment whichever is shorter. All officers may succeed themselves in the same position. All Officers and Directors of NUAAPHL shall hold their respective offices during the regular term thereof and until their respective successors shall be duly elected.
5.4. Removal
An Officer or Director elected or appointed by the President or Board of Directors may be removed, with or without cause, by the majority vote, of the Board of Directors whenever in its judgment the best interest of NUAAPHL will be served thereby.
ARTICLE VI
Meetings and Consent
6.1. Notice
Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by regular U.S. mail, by courier, telecopier, facsimile, telegraph, electronic mail, or other means of written communication or by telephonic notice to the recipient. Members not entitled to vote shall not be entitled to receive notice of any meeting, except as otherwise provided by these Bylaws.
6.2. Quorum
Quorum of meetings of Board of Directors or committees of NUAAPHL shall consist of one-half of its members.
6.3. Written Consent
Any action of the members, directors and committees may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of NUAAPHL as part of the proceedings of the directors or committees as the case may be.
ARTICLE VII
Finance
7.1. Certain dues or fees may be assessed as established by the Board of Directors of NUAAPHL necessary to the furtherance of the purposes of NUAAPHL. All monies collected by NUAAPHL shall be deposited in a bank checking or savings account and shall be disbursed upon authorization of the Board of Directors.
7.2. Expenses of organizing any NUAAPHL 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 NUAAPHL without authorization of the Board.
7.3. Upon dissolution of NUAAPHL, all of its remaining assets will be exclusively used for charitable, educational, scientific purposes or other similar nonprofit purposes.
7.4. Fiscal year of NUAAPHL starts on January 1st of a year and ends through December 31st of the year.
Article VIII
Amendment
8.1. Initiation
Any amendment to these Bylaws may be proposed by any member of the Board or any five (5) Members of NUAAPHL and must be presented to the Board of Directors for consideration. The President or Secretary shall make known to Board members of NUAAPHL, in writing, all amendments which shall be considered by NUAAPHL Board members at the next regularly scheduled meeting, or a special meeting, at least five (5) days prior to such meeting.
8.2. Approval
Amendments to these Bylaws may be approved by a two-third vote of the NUAAPHL Board members attending any regular NUAAPHL Board meetings, or a special meeting provided that the initiation conditions described in Section 8.1 is satisfied.
Amendments shall be enacted immediately after approval.
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Original Date: November 18, 2006.
Amendment Date:
January 6, 2006. Section 3.3.