BY-LAWS 

Xiangtan University Alumni Association of North America

ARTICLE I、

Name

Section 1:    The official name of the organization shall be known as Xiangtan University Alumni Association of North America.

Section 2:    This Organization is incorporated in the state of California as an Incorporation of a Nonprofit Public Benefit Corporation.

ARTICLE II

Offices

Section 1:    The principal executive office of the organization shall be located at 527 Harrison Ave, Redwood City, CA 94062.

Section 2:    The Board of Directors shall have the authority to change the principal executive office.

ARTICLE III

Purposes

Section 1:    The purposes of this organization are:

(a)  To promote cultural exchange and education

(b)  To promote the communications among its members;

(c)  To promote professional development and personal growth for the members;

(d)  To provide and create opportunities for the members to share and strengthen their common interests and friendship;

(e)  To enhance the connections between the members and Xiangtan University; and

(f)  To help and support the development of Xiangtan University, and to increase its worldwide reputation.

Section 2:    This organization is not organized for profit and no part of its assets shall inure to the benefit of any member, but shall be used solely for the foregoing purposes. No member shall be compensated for his or her services except those approved by the Board of Directors.

Section 3:    This organization shall not participate in any political activities and other activities that may jeopardize its tax-exempt status.

ARTICLE IV

Memberships

Section 1:    Qualifications

An individual, who worked or studied at Xiangtan University and currently lives or works in North America, may become a member of this organization.  Board of Directors can select honorable guests as special member.

Section 2:    Right, Privileges and Obligations

(a)  All regular members have the right to elect or to be elected as members of Board of Directors.

(b)  All members can enjoy all benefits sponsored by this organization.

(c)  All members shall follow the By-Laws set forth by the organization and the decisions passed by the Board of Directors.

Section 3:    Membership Fees

No membership fee is required. It could be changed by the Board of Directors.

Section 4:    Membership Meeting

Regular membership meeting shall be held once a year via internet or in-person. Special membership meeting may be called by a majority of the Board of Directors.

Notice of meetings shall be served by the secretary at least two weeks prior to the date of the meeting. Notice shall be in writing or in the form of electronic form stating the purpose, date, and place.

The purposes of membership meeting are:

(a)  To amend the By-Laws.

(b)  To elect the Board of Directors, or recall directors and/or officers.

(c)  To discuss the organization’s activities, and to review the work of the Board of Directors in the past year.

(d)  To discuss other important business.

ARTICLE V

Board of Directors

Section 1:    Powers

The governing powers of this organization shall be vested in a Board of Directors.

Section 2:    Number

The minimum number of board members is 5, the maximum number of board members is 15. The minimum number of board members and the maximum number of board members may be changed only by an amendment of the Articles of Incorporation or by a by-law adopted by the members amending this section.

Section 3:    Duties

(a)  To manage the activities of the organization and to uphold the rules and regulations consistent with the By-Laws.

(b)  To cause a record to be kept of its meetings and to cause a full statement to be presented in writing at the annual membership meeting showing, in detail, the assets and liabilities of the organization.

(c)  To call membership meetings.

(d)  To appoint executive officers.

(e)  To plan various activities.

(f)  To undertake all actions necessary to fulfill the purposes of the organization.

Section 4:    Meetings

(a)  There shall be at least one regular Board meeting per year. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman, any Vice Chairman, the Secretary, or by any five members of the board.

(b)  Notice of Meetings shall be served by the secretary at least two weeks prior to the date of the meeting.

(c)  Each board meeting shall have minute records. The summary of each board meeting minute shall be accessible by organization members (either posted on the organization web site or other means).

Section 5:    Term of Offices

Each Director shall hold office THREE years, or until such Director’s successor is elected and qualifies under these Bylaws.

Section 6:    Nomination

Any members may be nominated by the method of nomination authorized by the Board of Directors or by any other methods authorized by law.

Section 7:    Election

The Directors shall be elected by the members. A director candidate shall be a member. Every member may be a candidate for director.

Each candidate shall submit a biography for election purpose.

Voting can be held electronically.

Each member shall submit his or her vote by the designated deadline.  Each vote received from a member is counted as one vote.

Each candidate who is chosen by the majority of the members is elected. The candidates who have got the same number of votes will be determined by a lottery vote.

Section 8:    Vacancies in The Board Of Directors

A director may resign effective upon giving written notice to the Chairman, any Vice Chairman, the Secretary, 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 elected to take office when the resignation becomes effective.

A director who is absent from Board meetings for Three times consecutively is considered resigned from the board.

If the number of board of directors is less than the minimum due to resignation or any other reasons, temporary board of directors should be elected within six months to make the number of board of directors equal to or more than the minimum.

Full-term board of directors are elected by all of the members. Temporary board of directors are elected by the remaining board of directors.

ARTICLE VI

Executive Officers

Section 1:    Composition and Term of Office

The Executive Officers shall consist of One Chairman of Board of Directors, Up to seven Vice Chairmen of Board of Directors, One Secretary, and One Treasurer, to be elected for a term of three years.

Section 2:    Chairman of Board of Directors

(a)  He or She shall execute the directives and policies formulated by the Board of Directors; and shall provide leadership and initiate those ideas and plans necessary to achieve the purposes of this organization.

(b)  He or She shall preside at all meetings of the Board and of the Membership.

(c)  He or She shall represent this organization.

(d)  He or She shall be the chief executive officer of the organization.

Chairman shall be elected by the Board of Directors. If a candidate receives the majority of the board’s vote, he or she is elected. If no candidate receives the majority of the vote, the two candidates with the highest number of votes will advance to a second round. The board will then vote between these two candidates; the person with the higher number of votes is elected. In the case of a tie, a lottery will be done to determine the winner.

Chairman shall serve until the end of the three-year term. The service of a chairman may be terminated before the end of the three-year term if he or she resigns or a minimum of one third (1/3) of the board members proposed a re-election against him or her. The re-elected Chairman shall serve for the remaining time left in the term.

Section 3:    Vice Chairmen of Board of Directors

Vice Chairpersons shall exercise the Chairman’s duties when the Chairman is absent.

Vice Chairmen shall be elected by the Board of Directors. If a candidate receives the majority of the board’s vote, he or she is elected. If no candidate receives the majority of the vote, the two candidates with the highest number of votes will advance to a second round. The board will then vote between these two candidates; the person with the higher number of votes is elected. In the case of a tie, a lottery will be done to determine the winner.

Vice Chairmen shall serve until the end of the three-year term. The service of a Vice Chairman may be terminated before the end of the three-year term if he or she resigns or a minimum of one third (1/3) of the board members proposed a re-election against him or her. The re-elected Vice Chairman shall serve for the remaining time left in the term.

Section 4:    Secretary

The Secretary

(a)  shall keep a full and complete record of the proceedings of the members and the Board of Directors,

(b)  shall keep the seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of business,

(c)  shall make service of such notices as may be necessary or proper, and

(d)  shall discharge such other duties as pertained to the office or as prescribed by the Board of Directors.

The Secretary shall be appointed by the Board of Directors. The Term of the Secretary shall be Three years.

Section 5:    Treasurer

(a)  He or She shall collect all donations or assessments and shall keep account of all assets and liabilities of the organization.

(b)  He or She shall keep account of all financial transactions of the organization and shall perform all duties incidental to his or her office or that may be assigned to him or her by the Board of Directors.

(c)  He or She is authorized to co-sign checks and to disburse fund for all organization obligation approved by the Board of Directors.

(d)  He or She shall submit an annual account of the organization.

(e)  He or She shall be the custodian of all the organization’s bank books.

The Treasurer shall be appointed by the Board of Directors. The Term of the Treasurer shall be Three years.

ARTICLE VII

Organization Fund

The organization fund shall be deposited in a federal insured finance institution under the name of Xiangtan University Alumni Association of North America. Signatures of officers shall be on the account. Two signatures are required for withdrawal.

ARTICLE VIII

Amendments of By-Laws

Section 1:    Procedure

The By-Laws shall be amended in the following manner:

(a)  Proposal in writing.

(b)  Submittal and discussions.

(c)  Adoption by a two-thirds majority vote.

Section 2:    Proposal

An amendment shall be proposed in writing and signed by at least ten percent of the members, or by a least six members of the Board of Directors.

Section 3:    Submittal and Discussions

A proposed amendment shall be announced 30 days prior to the date of the annual membership meeting, and shall be presented for discussions in a membership meeting.

Section 4:    Adoption

Adoption of the amendment shall be by a two third majority vote of the members at the membership meeting.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

I am the Secretary of Xiangtan University Alumni Association of North America.  The above By-Laws are the By-Laws of the Corporation adopted by the directors at a meeting held on April 4, 2016.

Dated:____May30, 2016