BYLAWS Of PEKING UNIVERSITY ALUMNI ASSOCIATION OF NORTHERN CALIFORNIA
A NON-PROFIT ASSOCIATION
ARTICLE 1
OFFICES
SECTION 1.PRINCIPAL OFFICE
The principal office of Peking University Alumni Association of Northern California is located at Santa Clara County, California.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective data below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws
ARTICLE 2
NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
Peking University Alumni Association of Northern California is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to Associations that qualify as exempt Associations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The Association is organized and operated exclusively for charitable and public purposes within the meaning of Section 501(c)(3), Internal Revenue Code. The specific purposes for which this association is organized are to create a platform for US-China cultural exchanges including activities such as hosting forums, seminars and to disseminate newsletters.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The Association shall have three or more directors and collectively they shall be known as the Board of Directors. The number may be increased or decreased by majority vote and unanimous confirmation of the Board of Directors (the “Board”).
SECTION 2. QUALIFICATIONS
Directors shall be alumni of Peking University.
SECTION 3. POWERS
Subject to the provisions of the laws of the Association’s state of incorporation, and any limitations in the Articles of incorporation, the activities and affairs of this Association shall be conducted and all powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by laws, by Articles of Incorporation, 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 Association;
- Supervise all officers, agents and employees of the Association to assure that their duties are performed properly;
- Meet at such ties and places as required by these Bylaws;
SECTION 5. TERM OF OFFICE
Each Director shall hold office for a period of three years.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7: MEETINGS
Meetings shall be held at the principal office of the Association unless otherwise provided by the Board.
Board of Directors shall hold regular meetings at least once per year. Special meetings may be called by the chairperson of the Board, or any two directors.
SECTION 8: ELECTIONS
Directors shall be elected during annual alumni conference. The time and location of the conference shall be decided by the current Board of Directors prior to the conference each year. During annual conference, one third of the board will be replaced by newly elected board director, and each board director serves three years.
A candidate shall be nominated by three current board directors to enter the election. The candidate needs a majority vote to be elected to the board. Written ballots are required in the election.
If an annual alumni conference cannot be held in a year because of circumstances which would render holding the conference inadvisable, commercially impracticable, illegal, or impossible, the existing Board of Directors may vote, by 2/3 majority, to postpone the election to the following year. The existing Board of Directors will serve one more year. This postponement may not be exercised more than once every two years. (Amended, Board Meeting of Nov. 14, 2020)
SECTION 9. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the members of the Board.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of applicable law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.
SECTION 10. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors of the Board, at a meeting duly held at which a s quorum is present, is an act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of applicable law require a greater percentage or different voting rules for approval of a matter by the Board.
A “majority” is defined as “more than half”, which equal to the total number of the board directors in the meeting where quorum is presented, divided by two, rounded down to the nearest integer and increased by one.
SECTION 11. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.
ARTICLE 4
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the Association shall be a President, a Secretary and a Treasurer. The Association may also have vice presidents, and other such officers as may be determined from time to time by the Board.
SECTION 2. QUALIFICATIONS
Officers shall be Peking University Alumni.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be appointed by the Board after board election each year. Each officer should hold office for a period of one year, unless he or she resigns or is removed, in which case new officer shall be appointed.
SECTION 4. DUTIES OF PRESIDENT
The President shall, subject to the control of the Board, supervise the affairs of the Association and the activities of the officers.
SECTION 5. DUTIES OF VICE PRESIDENT
Vice presidents (if any) shall support the president in various activities and supervise the affairs of the Association when the president is absent.
SECTION 6. DUTIES OF SECRETARY
The secretary shall:
Certify and keep at the principal office of the Association the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep a book of minutes of all meetings of the directors, recording therein the time and place of holding, whether regular or special, how called, 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.
Exhibit at all reasonable times to any Director of the Association, or to his or her or attorney, on request therefore, the Bylaws and the minutes of the proceedings of the Directors of the Association.
In general , perform all duties incident to the office of the Secretary and such other duties as many be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.
SECTION 7. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board.
Receive, and give receipt for, monies due and payable to the Association from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Association as may be directed by the board, making proper records of such disbursements.
Keep and maintain adequate and correct accounts of the Association’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 Association, 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 Association.
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 the Treasurer and such other duties as may be required by law, by the Article of Incorporation of the Association, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.
Any of these duties may be assigned by the board, in whole or in part, to other officers or employees of the Association.
SECTION 8: COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board. In all cases, any salaries received by officers shall be reasonable and given in return for services actually rendered to or for the Association.
ARTICLE 5
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The board, except as otherwise provided in these Bylaws, may be resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may
Be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render its liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, check, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer or by the President of the Association.
SECTION 3. DEPOSIT
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.
SECTION 4. GIFTS
The board may accept on behalf of the Association any contribution, gift, bequest, or devise for the nonprofit purposes of this Association.
ARTICLE 6
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF RECORDS
The Association shall keep at its principal office:
- Minutes of all meetings of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- A copy of the Association’s Article of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors of the Association at all reasonable times during office hours.
SECTION 2. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect or copy all books, records and documents of every kind and to inspect the physical properties of the Association and shall have such other rights to inspect the books, records and properties of this Association as may be required under the Article of Incorporation, other provisions of these Bylaws, and provision of applicable law.
SECTION 4. RIGHT TO COPAY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared and delivered within the time limits set by law.
ARTICLE 7
IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this Association shall not participate in, or intervene in (including the publishing or distribution of statements), and political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this Association shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this Association shall inure to the benefit of, or be distributable to, its Directors or trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of this Association.
SECTION 3. PROHIBITION AGAINST CONFLICT OF INTEREST
A Director shall abstain from any vote regarding contracts or other acts of the Association which would inure to the private benefit of himself or herself, to his or her spouse, to his or her descendants, or to any corporation or organization owned or controlled by any of the above. The abstention of such Directors shall not affect the majority required in the issue. If the eligible Directors remaining do not constitute the required majority, their vote must be unanimous and shall require the unanimous confirmation of the Board.
SECTION 4. DISTRIBUTION OF ASSETS
Upon the dissolution of this Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Association shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE 8
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Except as many otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the board. Any provision of these Bylaws or regulation of the Association which requires a supermajority (2/3) vote or confirmation shall not be adopted, altered, amended, or repealed except by a like supermajority vote or confirmation, or by the unanimous act of the Board.
ARTICLE 10
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Association, the provisions of the Articles of the Incorporation shall govern.
Should any of the provisions or portions of the these Bylaws he held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986, as amended for time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Directors or incorporators of this Association, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of fifteen preceding pages, as the Bylaws of this Association.