bylaws — 2018.9
Tsinghua University Alumni Association of Southern California
(Adopted at The General Meeting On January 14, 1987)
(Amended by the Board of Directors at the Board of Directors Meeting on December 5, 2009, the Board of Directors at the Board of Directors Meeting on January 10, 2014, the Board of Directors at the Board of Directors Meeting on January 9,2015, the Board of Directors at the Board of Directors Meeting on January 14, 2018, and the Board of Directors at the Board of Directors Meeting on July 28, 2018.)
draft July. 2018 based on 07/28 board meeting at Monterey Park.
The name of the organization shall be the Tsinghua University Alumni Association of Southern California, hereinafter known as the Association.
The objectives of the Association shall be to promote the friendship of its alumni and to support the development of its alumni and Tsinghua University. The Association will not engage in any political activities.
There shall be no member.
The Association shall be governed by the Board of Directors. The number of Directors shall be fifteen. The term of a Director shall be two years, starting on the day of the Annual Meeting. A Director may not serve on the Board for more than two consecutive terms.
New Directors shall be elected each year by the incumbent Directors to replace retiring Directors. Nominees for Directors must be Active local alumni. Each nominee shall be endorsed by at least two Directors. Each Director can endorse no more than 3 candidates.
The Secretary shall send ballots to all incumbent Directors. Votes shall be received by the secretary at least 3 months prior to the Annual Meeting. The nominees receive the largest numbers of votes shall be deemed elected. The voting result shall be announced at the Annual Meeting.
The Chairperson of the Board shall be elected by the Board of Directors. Nominees for the Chairperson must be a Director for the term of the chairmanship. The nominee receiving the largest number of votes shall be deemed elected. The term of the Chairperson shall be one year, starting on the day of the Annual Meeting. No Chairperson shall be elected for more than two consecutive terms. New Chairperson Election shall complete at least 2 months before the Annual Meeting, and the voting result shall be announced at Annual Meeting.
Two or more Board meetings shall be held each year.
A majority of the Directors shall constitute a quorum except Chairperson, President Election / recall or Bylaw amendment, which requires two-thirds of Board Directors to constitute a quorum. No proxy shall be allowed in Board meetings.
A Special Board meeting may be called at the discretion of the Chairperson of the Board, President or the request of three or more Directors. Directors shall receive the formal notice one week before the meeting date. In case of urgency, special meeting sponsor should inform all Directors 48 hours before the meeting. The Chairperson shall preside over all Board meetings or designate a board member to preside.
There should be at least 3 Directors from each campus (Beijing and Hsinchu).
The Executive Officers of the Association shall consist of a President, a number of Vice Presidents, a Secretary, and a Treasurer. The term of all officers shall be one year, starting on the day of the Annual Meeting.
The President shall be elected by the Board of Directors. Nominees for the President must be a Director for the term of the presidency. The nominee receiving the largest number of votes shall be deemed elected. No President shall be elected for more than two consecutive terms.
The President shall appoint, with the consent of the Board of Directors, the First Vice President, the Secretary, and the Treasurer from the Directors. The President may appoint additional Vice Presidents, who may or may not be from the Directors.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or alumni to assist in performance of all or part of the duties of the treasurer.
The Nomination Committee of the Association’s responsibility is to nominate candidates for Chairperson of the Board (Board Chairperson hereafter) and President. The Nomination Committee shall comprise of three to six members. The Board Chairperson, President, and last Board Chairperson, and last President (“Default Committee Members”). The incumbent Board Chairperson will appoint two incumbent advisors as committee members, with the consent of the Board of Directors.
The minimum number for the Nomination Committee is three. If any of the Default Committee
Members declines to serve, resigns or no longer becomes eligible to serve, and the minimum number cannot be met, the Board Chairperson shall appoint members of the Board to serve on the Nomination Committee, with the consent of the Board of Directors, to fill the vacancy.
The Chair of the Nomination Committee shall be elected by a majority of the committee members.
The term of all committee members shall be one year or until the new Nomination Committee is formed, whichever is earlier.
The Nomination Committee members shall not nominate its members to be candidates for the Board Chairperson or President unless the nominated person(s) agreed to withdraw the Nomination Committee.
The Committee Chair shall call the first nomination meeting three months prior the Annual Meeting. Committee Chair shall email all board directors to solicit their interest to be considered by the Nomination Committee and encourage candidates from both campuses, Beijing and Hsinchu. Committee Chair shall present the slate of nominees and an alternative, with their biographies, to the Board of Directors two months before the date of the annual meeting. The election should be conducted 6 weeks before the date of the annual meeting.
Notice of meetings shall be given by the Committee Chair to all Committee members. Meetings of the Committee may be held by means of conference telephone, and follow-on deliberations may be accomplished by email discourse. A majority of members shall constitute a quorum. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee. The vote on the nomination of Board Chairperson and President shall be conducted by secret ballot. Other than the voting on the nomination of Board Chairperson and President, a decision may also be taken by unanimous written consent (including by email) of the Committee members. The Committee will keep minutes of its meetings and report to the Board on decisions taken at the next meeting of the Board.
A Board of Advisors shall be appointed, with the consent of the Board of Directors, by the Chairperson of the Board. The Advisors shall make or have made significant and important contributions to the Association. The Advisors can be appointed from, but not limited to, Active alumni of the Association.
There shall be at least one General Meeting of the alumnieach year. One of the General Meetings shall be the Annual Meeting, which shall be held in April/May in conjunction with the anniversary celebration of the University.
All General Meetings shall be held within the Southern California Area, and the meeting announcement shall be emailed at least thirty days prior to the meeting date.
There shall be at least two social gatherings each year open to all local alumni. One of these social gatherings shall be in conjunction with the Annual Meeting. The announcement of any these gathering shall be emailed at least twenty days prior to the gathering date.
No member of the Tsinghua University Alumni Association of Southern California Board of Directors or Alumni shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation in the Tsinghua University Alumni Association of Southern California. Each individual shall disclose to the Tsinghua University Alumni Association of Southern California any personal interest which he or she may have in any matter pending before the organization and shall refrain from participation in any decision on such matter. Any member of the Tsinghua University Alumni Association of Southern California’s Board of Directors or Alumni shall refrain from obtaining any list of Tsinghua University Alumni Association of Southern California clients for personal or private solicitation purposes at any time during the term of their affiliation.
ARTICLE XI. Dissolution Policy
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets will be distributed to any officer or director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
The fiscal year of the corporation shall begin on the first day of April of each calendar year and end at the close of the thirty-first day of March of the succeeding calendar year.
Section 1.1 Directors and Executive Officers.
The corporation shall indemnify its Directors and executive officers to the fullest extent not prohibited by the California Corporations Code; provided, however, that the corporation may limit the extent of such indemnification by individual contracts with its Directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any Director or executive officer in connection with any proceeding (or part thereof) initiated by such person or any proceeding by such person against the corporation or its Directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, or (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the California Corporations Code.
Section 1.2 Other Officers, Employees and Other Agents.
The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the California Corporations Code.
Section 1.3 Good Faith.
(a) For purposes of any determination under this Article, a Director or executive officer shall be deemed to have acted in good faith and in a manner such officer reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe that such officer’s conduct was unlawful, if such officer’s action is based on information, opinions, reports and statements, including financial statements and other financial data, in each case prepared or presented by:
(i) one or more officers or employees of the corporation whom the Director or executive officer believed to be reliable and competent in the matters presented;
(ii) counsel, independent accountants or other persons as to matters which the Director or executive officer believed to be within such person’s professional competence; and
(iii) with respect to a Director, a committee of the Board upon which such Director does not serve, as to matters within such committee’s designated authority, which committee the Director believes to merit confidence; so long as, in each case, the Director or executive officer acts without knowledge that would cause such reliance to be unwarranted.
(b) The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawful.
Section 1.4 Expenses.
The corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any Director or executive officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Article or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to Section 1.5 of this Article, no advance shall be made by the corporation if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.
Section 1.5 Enforcement.
Without the necessity of entering into an express contract, all rights to indemnification and advances to Directors and executive officers under this Article shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the Director or executive officer. Any right to indemnification or advances granted by this Article to a Director or executive officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, also shall be entitled to be paid the expense of prosecuting his claim. The corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the California Corporations Code. for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the California Corporations Code, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.
Section 1.6 Insurance.
To the fullest extent permitted by the California Corporations Code, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Article.
The By-laws may be amended by two-thirds majority vote of the Board of Directors with two-thirds of Board of Directors attending the vote. No By-laws shall be effective until they have been distributed to all Active Alumnior posted on the Association’s official website.
Board of directors can recall Chairperson, President or Directors. Recall motion shall be sponsored by 3 or more of Directors to initiate face to face special board meeting. It shall need two-third of Board Director attending the meeting and two-third of vote to pass the motion