Article I
Constitution of the Association
Section 1. Name
A. The official name of this organization is "Nanjing University Alumni Association at San Francisco Bay Area", hereinafter referred to as the “Association” or “NUAABA.” The Association, although an independent entity, is affiliated with
B. The use of the name in any public event or publication must be authorized by the NUAABA Board or any of the officers.
Section 2. Nature
The NUAABA is a non-profit and non-political organization.
Section 3. Purposes
The purposes of the Association are to establish a communication network among University alumni in the San Francisco Bay Area and other areas, to create opportunities for the alumni to share common interests and to foster friendship, and to promote, advance and foster the welfare and interests of the University and its alumni.
Article II
Members
Section 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 have completed at least twenty (20) credit hours of study at the University or any other degree studies at the University, all persons who studied or worked at the University on an exchange basis, or all persons who employed at the University as a post-doctoral researcher or doing other research work.
B. Qualifications. To be qualified as an active member, the person must
1. have satisfied the Eligibility requirements;
2. live in the San Francisco Bay Area, or anywhere else but willing and able to participate in the activities organized by this Association; and
3. accept these Bylaws.
Section 2. Member Register
A. The Board of Directors shall cause the mailing list (hereinafter, the “Member Register”) of this Association of all the active members registered, maintained and updated from time to time via electronic means or otherwise.
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 NUAABA.
Section 3. Membership Due
There is no membership due at present. The Board of Directors may in its discretion adopt resolutions to assess annual membership dues as it deems proper to the active members.
Section 4. Membership Right
All the active members are entitled to one vote each 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 NUAABA.
Article III
Board of Directors
Section 1. The Governing Body
The Board of Directors shall be the governing body of the Association, shall coordinate and administer the operation of the Association within the scope of the Bylaws.
Section 2. Number. The Board shall consist of Eight (7) to Twelve (12) directors. The initial Board shall be comprised of Ten (10) directors.
Section 3. Powers of the Board
The Directors of the Association shall:
1. Represent the membership as at-large members of the Association.
2. Have the power to establish policy for the membership of the Association and have the power to pass all such implementation of that policy on behalf of the membership.
3. Regularly attend meetings of the Board of Directors.
4. Appoint or approve Officers to conduct business and/or activities of the Association.
5. Approve and serve on Special and Ad Hoc Committees, as appointed by the President.
6. 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;
7. Establish annual dues and disperse all revenue generated therefrom.
8. Interpret or construe the Bylaws of this Association.
9. Other powers as the Board of Director shall deem proper to augment the purpose of the Association.
Section 4. Meetings
A regular annual meeting of the Board of Directors may be held on the last Saturday of October in the San Francisco Bay 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 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
Section 1. Offices
The officers of the Association shall consist of the President; Vice Presidents; Treasurer; and Secretary.
Section 2. President
The President shall be the chief executive officer of the Association and shall:
1. Preside over all meetings of the Association, the Board of Directors.
2. Represent the Association at official University functions, which shall be deemed consistent with the purpose of the Association.
3. Appoint all special or ad hoc committees and Association 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.
Section 3. Vice Presidents
A. The Vice Presidents of the Association 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 President to preside over all meetings of the Association 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.
Section 4. Treasurer
The Treasurer shall have custody of the Association's financial records and shall keep and maintain complete and accurate records of the Association'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.
Section 5. Secretary
The Secretary shall: (i) have custody of and maintain all of the Association'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.
Section 6. 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 the Association. 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
Section 1. Nomination
Any member of the Association may make nominations to the Nominating Committee. 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 made be made from the floor at any meeting called for the purpose of electing Officers and/or Directors for the Association.
Section 2. Election
Elections shall be held during the final annual regularly scheduled meeting of the Board of Directors. Officers and Directors shall be elected from a slate of nominees provided by the Nominating Committee, and shall be elected by a majority vote present.
Section 3. Terms
The President, Vice Presidents, Treasurer Secretary and Directors shall be elected for a term of renewable two (2) years and may succeed themselves in the same position. All Officers and Directors of the Association shall hold their respective offices during the regular term thereof and until their respective successors shall be duly elected.
Section 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 the Association will be served thereby.
ARTICLE VI
Meetings and Consent
Section 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 statute.
Section 2. Quorum
Quorum of meetings Board of Directors or committees of the Association shall consist of one-half of its members.
Section 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 the Association as part of the proceedings of the directors or committees as the case may be.
ARTICLE VII
Finance
Section 1. Certain dues shall be assessed as established by the Board of Directors of the Association for the purpose of raising funds necessary to the furtherance of the purposes of the Association. All monies collected by the Association shall be deposited in a bank checking or savings account and shall be disbursed by order of the Association.
Section 2. Certain expenses of organizing any NUAABA 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 the NUAABA without authorization of the Board. Two signatures shall be required for dispersal of any amount of $200 or more.
Article VIII
Amendment
Section 1. Initiation
Any amendment to these Bylaws may be proposed by any member of the Board or any five (5) Members of the Association and must be presented to the Board of Directors for consideration. The President or Secretary shall make known to the members of the Board, in writing, all amendments which shall be considered by the Board at the next regularly scheduled meeting, or a special meeting, at least two days prior to such meeting.
Section 2. Approval
Amendments to these Bylaws shall be enacted when ratified by a majority vote of the Board of Directors at either a regularly scheduled meeting or a special meeting, or through unanimous written consent.