CAFA By-Laws
(Passed on 2009.9)
ARTICLE I. NAME The name of this organization is the Chinese-American Friendship Association of North Carolina (CAFA).
ARTICLE II. OBJECTIVES
The objectives of the Chinese-American Friendship Association are to foster friendship among the Chinese and Chinese Americans, to help members succeed in American society, to protect the rights of members, to promote Chinese culture and education, and to promote Sino-American culture, science and technology exchange.
The Chinese-American Friendship Association is a non-political and non-profit organization and achieves these objectives by sponsoring educational programs and culture exchange activities; organizing meetings and producing publications devoted to Chinese and American cultures, science and technology; and conducting fund raising activities. The proceeds shall be distributed exclusively to organizations that qualify as exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code; and making donations for the public welfare, charitable, scientific or educational purposes.
ARTICLE III. MEMBERSHIP
A regular CAFA member is an individual who is in agreement with the objectives of the Association and shall pay annual membership fee. A regular member enjoys all of the privileges of membership that include the right to vote, to sign referendum petitions, to hold office and to sign nominating petitions. The membership fee shall be determined by the Board of Directors.
The membership year shall be the calendar year. A regular member may resign from the Association by notifying the secretary of the Association as defined in ARTICLE V of this By-Laws or any member of the membership committee as defined in ARTICLE VI of this By-Laws. The Association shall not refund dues under these circumstances. CAFA also offers Honorary Membership. An Honorary Member should be nominated by at lease two members of the CAFA Board of Directors and get the approval from at least two-thirds of the Board of Directors. The Board of Directors shall also determine the term of each honorary membership, which should not exceed three years. The renewal of honorary membership will need a two-third approval of the Board of Directors. With the approval of at least two-thirds of the Board of Directors, an honorary membership can be suspended or terminated before the end of its term. Honorary members have and enjoy the same rights as regular CAFA members. Honorary members may join CAFA to become regular members at any time.
ARTICLE IV. BOARD OF DIRECTORS
As the policy-making and legislative body of the Association, the Board of Directors shall make all decisions of policy. It shall adopt rules for the conduct of the Association in harmony with the By-Laws; and shall act upon recommendations received from the Executive, Standing and Current Committees, and upon other matters submitted to it. Members of the Board of Directors shall serve without compensation.
1. Membership. Members of the Board of Directors shall consist of executive officers of the Association as defined in Article V of this By-Laws, eleven general members, and honorary members of the Board of Directors. President and vice President of the Association, and eleven general members are the voting members. All members of the Board of Directors, except of the honorary members, must be members of the Association. The honorary members of the Board of Directors shall be selected by the Board of Directors with a majority vote and be awarded to individuals who support the objectives of the Association and made significant contribution to the Association.
2. Representation. All eleven general members of the Board of Directors shall be elected by members of the Association. The eleven elected Board members shall represent diverse interests of the whole community.
3. Chair of the Board of Directors. The Chair of the Board of Directors shall be elected by the members of the Board of Directors annually, can be re-elected to the same office and can not serve more than three consecutive terms. The Chair must be a voting member of the Board of Directors.
4. Terms. The general members of the Board of Directors shall be elected to a three-year term, and can not serve more than two consecutive terms. Each year, certain numbers of general members are elected to replace retired general members. Election of a general member to fill a vacant position applies only to the remainder term of the position. The honorary members of the Board of Directors shall be selected to a one-year term and can be re-selected.
5. Meetings. The Board of Directors shall meet at least three times a year. Meetings shall be held at the call of the Chair in consultation with the President or of at least three members of the Board of Directors. The first meeting of the new Board of Directors shall be held within a month after the election of new members of the Board. Minutes of meetings shall be published on the Association web site.
6. Power and Duties. Except as otherwise provided by the By-Laws, actions of the Board of Directors shall require the presence of a quorum and a majority of those voting. The quorum for the Board of Directors is a majority of its members.
ARTICLE V. EXECUTIVE OFFICERS
The executive officers of the Association shall be the President, Vice President, Secretary, Treasurer, and Accountant. The President, Vice President, Secretary, Treasurer, and the Accountant of the Association shall form an Executive Committee. The Executive Committee shall have the power to manage the Association and to recommend to the Board of Directors policies and actions that concern the Association. The Executive Committee is empowered to act for the Board of Directors when action is required, and in the judgment of the President such action is necessary. An affirmative vote of the majority of the Executive Committee members is required for this procedure. The transition of the Executive Committee shall take place at the first meeting of the Board of Directors after the annual election.
1. President. The President is the chief executive officer of the Association. The President shall preside at all meetings of the Executive Committee and general member meetings of the Association. Except as provided otherwise by the By-Laws, the President shall appoint the Secretary, Treasurer, Accountant, and all other members of committees of the Association, and shall determine which member of each committee shall serve as its chair. The President shall coordinate duties of the officers, shall prepare an annual report on the activities of the Association for submission to the membership, and shall be an ex officio member of all committees. In addition, the President shall perform such other duties as are incident to the office of President, as provided by the By-Laws.
2. Vice President. The Vice President shall assist the President to conduct the Association’s affair, shall act as President in the event of the latter’s absence or inability to serve, and shall perform such other duties as assigned by the Board of Directors or by the Executive Committee.
3. Secretary. The Secretary shall take and keep the minutes of all meetings of the Board of Directors, of the Executive Committee and of the membership of the Association; shall keep all records of the Association; shall give notice of all meetings of the Association; shall coordinate communication between the Board of Directors, the Executive Committee, Standing and Current Committees; and shall perform such other duties as may be assigned by the Board of Directors or by the Executive Committee.
4. Treasurer. The Treasurer shall manage CAFA funds. The duties include but are not limited to: Collecting membership dues, receiving and/or releasing donations, managing bank and/or investment accounts, depositing cash and/or checks for incoming payments, issuing cash and/or checks for disbursement, and keeping invoices, receipts, bank deposit and withdrawal records, and other original evidence with proper sign-off and approvals for all monetary transactions involving CAFA.
5. Accountant. The Accountant shall create and maintain all financial books. The duties include but are not limited to: Reviewing and verifying monthly bank statement with all transaction records, creating General Ledger every month based on monthly bank statement and all transaction records with Cash Accounting Method, revising General Ledger setups when accounting components are deleted or dropped, keeping track on all account payable records, creating financial statements such as Income Statement and Balance Sheet, managing cash flow to ensure smooth CAFA operations, preparing and reporting CAFA financial plan and status, filing annual tax return with IRS, and preparing for any internal and external financial auditing by keeping accurate and legally compliant books.
6. Terms. The President and Vice President shall be elected to a one-year term, can be re-elected to the same office, but can not serve the same office more than two consecutive terms. The Secretary, Treasurer, and Accountant shall be appointed by the President with the approval of the Board of Directors to a one-year term and can be re-appointed to the same office for another term with the approval of at least two-thirds of the Board of Directors.
ARTICLE VI. COMMITTEES
1. Types. The Committees of the Association shall consist of the Executive Committee, Standing Committees as provided by the By-Laws and such Current Committees as the President or the Board of Directors may establish.
2. Membership. Members of Standing and Current Committees shall be appointed by the President or the Board of Directors to a one-year term, and can be re-appointed to the same committee, but can not serve more than three consecutive terms unless approved by at least two-thirds of the Board of Directors. Each committee shall be directed by a chairperson appointed by the President. All members of Standing Committees, as well as the chairpersons of Current Committees, shall be members of the Association. 3. Standing Committees. The Standing Committees are:
a. Committee on Culture and Education. The Committee on Culture and Education shall be responsible for organizing and coordinating educational programs and cultural exchange activities.
b. Committee on Finance and Fundraising. The Committee on Finance and Fundraising shall recommend long-term financial planning; recommend annual budget and coordinate fund raising and charity activities.
c. Committee on Membership. The Committee on Membership shall maintain the roster of the members and encourage non-members to participate in the activities of the Association.
d. Committee on Public Relations. The Committee on Public Relation shall coordinate joint activities with other organizations.
e. Committee on Communication and Publications. The Committee on Communication and Publications shall oversee the publications of the directory, newsletter and periodicals of the Association.
f. Committee on Science and Technology. The Committee on Science and Technology shall organize and sponsor seminars and activities in science and technology.
g. Committee on Business. The Committee on Business shall organize and sponsor seminars and activities in business education.
h. Committee on Sports. The Committee on Sports shall organize and coordinate sport activities and encourage involvement of members in these activities.
i. Committee on Entertainment. The Committee on Entertainment shall organize and coordinate entertainment activities and encourage involvement of members in these activities.
4. Current Committees. Current Committees may be established in order to satisfy a particular need or interest of the Association. Current Committees established in accordance with this article may be dissolved at any time by a majority vote of the Board of Directors or when the mission of the Committee is accomplished.
ARTICLE VII. METHOD OF ELECTION
All members shall be eligible to be nominated and to vote for the positions of President and Vice President and for the general members of the Board of Directors.
1. Nomination. Each year, the Board of Directors shall submit at least one nominee for each position of President and Vice President of the Association. Additional nominations, including those for the President, Vice President and vacant general Board members of the Association, may be made by submitting a petition signed by at least three current members to the Election Committee as stated in Article VII-4 before the announced deadline for candidate nomination.
2. Election. Election shall be conducted at or before the annual meeting of the Association. Candidates shall be elected by a majority vote according to total number of votes. Ties shall be resolved by the Board of Directors.
3. Vacancies. A member of the Board of Directors, including President and Vice President, shall cease to hold office: (a) if the member resigns the office by written notice to the Chair of the Board of Directors; (b) if at a Board meeting, a resolution is passed by two-thirds of the entire voting members of the Board of Directors that he or she be removed from office.
4. Election Committee. An Election Committee (created by the Board each year for the election) shall be responsible for reviewing and modifying the election process if necessary.
Except as provided above, the Board of Directors shall fill any vacancy on the Board that occurs between elections. If the vacancy occurs in the office of President and there is no vacancy in the office of Vice President, the Vice President shall become President for the remainder of the current term. In any other case of a vacancy in the office of President or Vice President, the Board of Directors shall choose one of the members of the Board to fill the vacancy in the remainder of the current term.
ARTICLE VIII. AFFILIATED ORGANIZATIONS
Organizations that share the objectives of the Association may be affiliated to the Association on the basis of mutual interests. The Board of Directors of the Association shall make such agreement with the organizations?governing bodies in order to be affiliated. The agreement shall include (but are not limited to) the objectives of the affiliation, the term, and the appropriate representation, at the governing bodies or committees of the Association, by representatives of the affiliated organizations.
ARTICLE IX. MEETINGS
The Association shall hold an annual meeting of the Association in September or October at a time and place designated by the Executive Committee with the consent of the Board of Directors. Special member meetings may be called by President or by at least three members of the Board of Directors or by petition from at least 10% of all current members.?All member meetings must be publicly announced by the Executive Committee or the Board of Directors at least one week before the meeting date.
ARTICLE X. RESOLUTIONS
The name of the Association shall not be used in connection with any partisan or political issue, except if the resolution or statement refers solely to a matter involving the interests and objectives of the Association. Such a resolution shall require a favorable vote by at least two-thirds of the entire voting members of the Board of Directors before it may be released for publication or transmission outside the Association. When there is doubt as to whether an issue is to be considered partisan or political, a majority vote of the entire voting members of the Board of Directors is required to declare it nonpartisan or nonpolitical.
Resolutions and recommendations of the Association shall be so phrased as not to commit the Association or its membership. Any resolution and recommendation adopted by the Association shall be published on the Association web site.
ARTICLE XI. FINANCE
1. Dues. The Board of Directors shall have the responsibility of drawing up the schedule of membership dues. This schedule may provide different rates for certain subsets of the membership, as designated by the Board of Directors.
2. Fiscal Year. The Association’s fiscal year shall be the calendar year.
3. Authority. All funds of the Association shall be deposited with the Treasurer who shall make disbursement therefrom under regulations of the Board of Directors. With the approval of the Board of Directors, the Treasurer may be delegated with the powers listed in the first paragraph of this section, as well as the power to sign checks.
4. Dissolution. In the event of dissolution of the Association, the Board of Directors shall, after paying or making provision for payment and discharge of all of the liabilities of the Association, distribute all of the assets of the Association exclusively for charitable and educational purposes. These assets shall be distributed to such organization(s), operated exclusively for these purposes and qualifying as exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine. If the Board of Directors does not take such action, then the remaining property or assets shall be distributed to nonprofit charitable or educational organization(s) having power to engage in activities similar to those of the Association.
5. Guideline. A Financial Guide shall be put in place by the Board of Directors to guide all financial activities of the Association.
ARTICLE XII. AMENDMENTS
1. Proposal. Amendments to the By-Laws may be proposed by the Board of Directors or by a petition signed by at least 10 general members. An amendment originating by petition shall be referred to the Board of Directors for a vote on its recommendation as to ratification. A two-thirds affirmative vote shall be required. 2. Ratification. The Secretary shall publish a copy of the proposed amendment, together with the recommendation of the Board of Directors, inviting comments. The amendment shall be submitted to the general members for vote. A two-thirds affirmative vote shall be required for ratification. End of CAFA By-Law Remark: The last Bylaw amendments were proposed by CAFA Board of Directors in February, 2009 with more than two-third approval of Board of Directors. The amendments were sent to general members to vote in September, 2009 and received more than 93% of the votes to approve the amendments.