THE ASSOCIATION OF CHINESE SCIENTISTS
AND ENGINEERS -U.S.A.
Approved at The Founding Meeting on April 19, 1992
Amended by the 2nd Board of Directors on February 25,
Amended by the 13th Board
of Directors in May, 2005
Amended by the 15th Board
of Directors in August, 2007
ARTICLE I NAME AND LOCATION
Section 1. Name
The name of the Association shall be the Association of
Chinese Scientists and Engineers - U.S.A., hereinafter referred to as ACSE
or the Association. The Association shall be a non-political and not-for-profit
organization under the laws of the State of Illinois.
Section 2. Location
The location of the headquarter of the Association shall be
determined by the Board of Directors.
The current headquarter of the Association shall be Chicago,
ARTICLE II OBJECTIVES
The Association shall devote to cooperation, development
and contribution through its social, academic, professional and educational
activities. The objectives of the Association shall be as follows:
1. To promote friendship and fellowship among the members and
the Chinese community.
2. To promote the exchange of professional information and
experience to help member's career development, growth, and success.
3. To promote and develop exchange and cooperation between
and China in the areas of science, technology, culture, education
4. To facilitate members to play a more active role in
ARTICLE III MEMBERSHIP
There shall be three categories of membership: Regular
Membership, Honorary Membership and Corporate Membership.
Section 1. Regular Membership
Regular Membership shall be open to all persons who share
the stated purposes of the Association, who are currently residing in the U.S. or have studied or worked in the U.S. with at least a B.S.
degree or equivalent, and whose admission into Regular Membership has been
approved by the Membership Committee or the corresponding authority of a
Section 2. Honorary Membership
Honorary Membership shall be open to any person who shares
the stated purposes of the Association, who is currently residing in the U.S. or has studied or worked in the U.S. with at least a B.S.
degree or equivalent, who has paid a one-time membership fee of at least
$500, whose admission into Honorary Membership has been approved by the
Membership Committee or the corresponding authority of a Regional Chapter.
Section 3. Corporate Membership
Corporate Membership shall be open to all corporations and
organizations who share the stated purposes of the Association and support the
Association, and whose admission into Corporate Membership has been approved by
the Board of Directors.
Section 4. Regular Membership Fee
The regular members shall pay annual
membership fee, the amount of which shall be determined by each local chapters.
Section 5. Member Rights
members shall have the right to participate in ACSE sponsored activities.
members shall have the right to vote in ACSE elections.
members shall have the right to be candidates for ACSE President and members of
the Board of Directors, with qualifications defined in Article VII of this
stipulated in Article IV, Section 1 of these By-Laws, a consensus of twenty
percent (20%) of the members of the Association, in writing, shall form
a quorum to call for special meeting of the Board of Directors.
members shall receive communication materials of the Association.
names of the Honorary members shall be listed on ACSE web-site.
logos of the Corporate Members shall be displayed on ACSE web-site.
5.8 Regular members who failed to pay the annual
membership fee shall forfeit the right to vote and being a candidate in ACSE
Section 6. Resignation and Removals
Members of the Association may resign at any time by written
notice of resignation to the Membership Committee. Member抯 membership may be
removed by a two-thirds vote of the Board of Directors for conducts that are in
violation of these By-Laws.
Section 7. Disclaimer
No member shall express his/her political views in the name
of the Association or engage in any other activities inconsistent with the
By-Laws of the Association.
ARTICLE IV GOVERNANCE
The governance of the Association shall be the
responsibility of the Board of Directors and the Executive Team. The operation of the Association shall be
managed by the Executive Team under the supervision of the Board of Directors.
Section 1. Board of Directors
Board of Directors shall be the highest decision making body of the
Association. Ordinary duties of the
Board of Directors shall include (but not limited to): enacting, amending and
interpreting the By-Laws and ACSE Rules; approving the Executive Team
appointments, appointment of Advisors and establishment of local chapters;
ensuring activities are in line with the mission of ACSE; administering
number of Directors of the Association shall be determined by the Board. The
number of Directors may be increased or decreased from time to time; but no
decrease shall have the effect of shortening the term of any incumbent
of the Board of Directors
of the Board of Directors can be called by
Chairperson of the Board of Directors, or
third (1/3) of the members of the Board, or
(1/2) of the Advisors, or
percent (20%) of the members of the Association.
1.4 Action of the
Board of Directors
presence (physical, or by tele-conferencing or e-mail participation) of a
majority of the number of Directors fixed by these By-Laws shall constitute a
quorum for the operation of the Association at any meeting of the Board of
Directors, provided that Board members who could not attend the meeting in
person and did not respond to relevant meeting notice(s) by pre-set deadline
shall be regarded as abstained.
meeting of the Board of Directors at which a quorum is present, the vote of a
majority only of those present shall be sufficient to decide any issue brought
before such a meeting, except as otherwise provided in these By-Laws.
Director shall abstain from the decision making process when a conflict of
interests exists with the issues being discussed.
Section 2. Executive Team
Executive Team shall carry out the operation of the Association.
principal executive officer of the Executive Team shall be the President. Other members of the Executive Team include
Vice-Presidents, a Treasurer and a Secretary General. There shall also be a Working Team, whose
members include the members of the Executive Team plus the Directors of Committees,
who may or may not be a member of the Board of Directors.
Executive Team may create several committees.
The President shall nominate Directors of all committees, which are
subject to approval by the Board of Directors.
The committees shall be, but are not limited
Member Service Committee
committees may be created or disbanded by the President for functions not
covered by any of the committees as the need arises.
Section 3. Advisors
3.1 The Association
may appoint individuals who have made significant achievement in academic or
business areas, or major contributions to the Association as Advisors.
3.2 The Advisors
shall provide vision and strategic guidance to the Association, and promote and
support the Association.
3.3 The Advisors
shall have the right to participate in all and any Board meetings, but shall not
vote in Board meetings.
3.4 The Advisors
shall be nominated by one or more Board members and approved by the Board of
Directors. The appointment shall be
publicly announced during the Annual Meeting of the Association.
3.5 Each Advisor
shall serve a two-year term, but can be re-appointed for a maximum of 10 years if the Board of Directors, upon review, determines that the appointee has
beneficially served the Association in the capacity of Advisor.
3.6 The Board of
Directors shall have the power to terminate the appointment of any Advisors at
any time if the Board of the Directors determines that the said Advisors have
done serious harm to the Association.
Such termination shall require the approval of two-third majority of the
3.7 The Association
may also name highly distinguished individuals as Honorary Advisors, following
the terms outlined above.
Section 4. ACSE
The operation of the Association shall follow the protocols
of <<ACSE Operation Rules>>.
Article V. Regional Chapters
Association encourages its members to set up regional chapters. Such regional
chapters shall have the right to select their officers, approve membership in
the regions, and organize chapter activities according to <<ACSE
creation of a Regional Chapter shall be initiated with a written application
from a local leader to the President.
The application shall contain:
of recognition of <<ACSE By-Laws>>
Information of members, including name, job affiliation,
mailing address, e-mail address and phone number.
Board of Directors shall conduct a timely examination of the application and
approve the establishment of the local chapter upon confirming that the
criteria are met.
A minimum of ten members with qualifications as defined in
Article III of these By-Laws is required.
Section 2. Operation of the Regional Chapters
Presidents of Regional Chapters directly report to the President of the
Association and serves as a member of the Board of Directors by default.
headquarter of the Association shall support the activities of the Regional
Chapters through actions including, but not limited to, the following:
sharing through Newsletters and other publications
Regional Chapters with ACSE-related publicity materials.
Ensuring the participation of all Regional Chapter members
in Pan-Association activities such as election, ACSE delegations, Annual Meetings, etc.
responsibilities of Regional Chapters to the Headquarter shall include, but not
limited to, the following:
that the Regional Chapter is in good standing according to ACSE By-Laws.
accurate and updated membership list to the Membership Committee of the Association.
an annual report to the President on Chapter activities.
ARTICLE VI DUTIES OF OFFICERS
Section 1. Chairperson of Board of Directors
Chairperson shall be elected by the Board of Directors and shall hold office
until the next Annual Meeting, or until his/her successor is elected.
Chairperson of the Board of Directors shall bear the responsibility of ensuring
that the Board of Directors fulfills its obligations as defined in Article IV,
Section 1 of these By-Laws.
Chair-person of the Board of Directors shall preside at all meetings of the
Board of Directors.
Chair-person may delegate his/her responsibilities to other Board members when
Section 2. President
The President shall be the principal executive officer of
the Association. Subject to the direction and supervision of the Board of Directors, the President shall:
the legal representative of the Association, unless the President designates
such legal representation to other appropriate person(s) when warranted.
charge of the operation of the Association.
Ensure that resolutions and directions of the Board of
Directors are carried into effect except in those instances in which that
responsibility is specifically assigned to some other persons by the Board of
general, discharge all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
The President shall preside at all Executive meetings of the Association.
all the official materials and properties of ACSE to the succeeding President
President may delegate his/her responsibilities to other members of the
Executive Team when warranted.
Section 3. Vice President(s)
The Vice President(s) shall assist the President in ACSE
operations. The Vice President(s) shall
also perform all duties of the President in the event of the President's
absence or inability to serve, and perform such other duties as are designated
by the President and the Board of Directors.
One of the Vice-Presidents shall succeed the Presidency in case the
office becomes vacant.
One Vice President shall be responsible for the promotion
Section 4. Treasurer
The Treasurer shall receive and disburse all money under
the direction of the President and shall be empowered to operate a bank account
in the name of the Association. The Treasurer shall submit a quarterly
statement to the Executive Team and a yearly statement showing the financial status
of the Association to all its members. The Treasurer must file all necessary
documents with the Internal Revenue Service on a yearly basis and all other
documents necessary to maintain the Association as a non-profit organization
Section 5. Secretary General
The Secretary General shall be the custodian of the By-laws
of the Association and all other important documents such as the Incorporation,
Affiliation, Amendments, etc. The Secretary General shall also be responsible
for all general correspondence of the Board and has custody and control of all
records of the Association, including those of the meetings of the Members, the
Board of Directors, and the Committees. The Secretary General shall keep
minutes of all Association meetings. In the absence of the Secretary General at
an Association meeting, the President shall appoint a secretary for that
meeting. The Secretary General shall undertake other duties that the Board of
Directors may properly assign to him or her.
Section 6. Compensation
No members of the Executive Team or the Board of Directors
shall receive any compensation for his/her services to the Association, except
that he/she shall be reimbursed for authorized necessary expenses reasonably
incurred in the performance of his/her duties.
ARTICLE VII ELECTIONS
Section 1. Election Committee
The Election Committee is responsible for the election of
the President of the Association and all members of the Board of Directors. The
Chairperson of the Board shall be the Chairperson of the Election Committee.
Section 2. Eligibility for candidate of board director
Anyone who has been an ACSE Member for at least one year is
eligible to be a nominee. Each effective nomination must be supported by
three (3) other members in writing and by written statement from the
nominee indicating that he/she is familiar with the duties and responsibilities
of the office and is prepared to perform these duties if elected to office.
Section 3. Election of Board of Directors
3.1 The Board of Directors
shall include the Presidents of the regional chapters and those elected by all
the members of the Association.
3.2 Each elected
director shall serve a two-year term.
Directors shall be eligible for reelection after leaving the Board for
at least one year.
3.3 The President
shall be a member of the Board of Directors by default during his/her
term as President, and in the year immediately after his/her term as
3.4 Generally, only
the vacant directorship shall be filled each year. Candidates for directorship,
except for those who represent regional chapters, shall be nominated to the
Election Committee or as write-in candidates.
Section 4. Election of the President
4.1 The President
of the Association shall be directly elected by all members of the Association.
4.2 The elected
President shall serve a one-year term.
He or she shall be permitted to serve a maximum of two consecutive terms
upon a successful re-election.
4.3 In case that
the seating President cannot finish his/her term, the Board of Directors shall
select an acting President amongst the Vice-Presidents.
Section 5. Chairperson of the Board of Directors
The Chairperson of the Board of Directors shall be elected
by all members of the Board. Only
current Board members can be candidates for the Chairperson of the Board of
Section 6. Removal
The Board of Directors may remove the President or any
member of the Board of Directors from office by vote of 2/3 majority of its
entire member then in office, if he/she fails to perform the official duties,
violates ACSE By-Laws or causes damage to the interest of the Association.
Section 7. Election Procedures
Elections shall be carried out according to <<ACSE
ARTICLE VIII GENERAL MEETINGS
Section 1 Number of Meetings
There shall be at least one General Meeting of the members
Section 2. Annual Meeting
One of the General Meetings shall be known as the Annual
Meeting, which shall be held in August or September, except as otherwise determined
by the Board of Directors.
Section 3. Notice
The meeting notice of the Annual Meeting shall be sent out
to all members at least thirty (30) days in advance.
ARTICLE IX INCOMES AND FISCAL YEAR
Section 1. Incomes
The basic incomes of the Association shall be generated
from the following sources:
A. Corporate sponsorship
B. Fees collected from activities such as meetings,
symposiums, and technical forums
C. Incomes generated from publications and services
provided by the Association
D. Member donations
E. Membership fees
Section 2. Fiscal Year
The fiscal year of the Association shall be from September
1 to August 31.
ARTICLE X ACSE Foundation
fund to support the operation and provide long-term financial stability of the
Association, the Association shall establish ACSE Foundation.
Association shall own and have full control of the ACSE Foundation.
management and operation of ACSE Foundation shall follow <<By-Law of ACSE
ARTICLE XI AMENDMENTS TO BY-LAWS
The power to alter, amend, or repeal the By-Laws shall be
vested in the Board of Directors and approved by two-thirds (2/3) of the Board.
Such actions may be taken at a regular or special Board of Directors meeting
for which written notice of the purpose of the meeting shall have been given.
The By-Laws may contain any provisions for the regulation and management of the
affairs of the Association which are not inconsistent with the law or the
Articles of Incorporation.
ARTICLE XII INDEMNIFICATION OF OFFICERS AND DIRECTORS
In accordance with the provisions of Chapter 32, P8.75 of
the General Corporation Law of the State of Illinois, the Association shall
have the power to indemnify any person who was or is a party, or is threatened
to be made a party to any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Association) by reason of the fact
that he is or was a director, officer, employee or agent of the association or
who is or was serving at the request of the Association as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses including attorney's fees) judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Association, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he cause to believe that his conduct was unlawful.