BY-LAWS
OF
THE ASSOCIATION OF CHINESE SCIENTISTS AND ENGINEERS –U.S.A.
Approved at The Founding Meeting on
Amended by the 2nd Board of Directors on
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
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
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 the
4. To facilitate members to play a more active role in American society.
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 Regional Chapter.
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
5.1 All members shall have the right to participate in ACSE sponsored activities.
5.2 All members shall have the right to vote in ACSE elections.
5.3 All 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 By-Law.
5.4 As 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.
5.5 All members shall receive communication materials of the Association.
5.6 The names of the Honorary members shall be listed on ACSE web-site.
5.7 The 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 elections.
Section 6. Resignation and Removals
Members of the Association may resign at any time by written notice of resignation to the Membership Committee. Member’s 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
1.1 The 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 elections, etc.
1.2 The 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 Director.
1.3 Meetings of the Board of Directors
Meetings of the Board of Directors can be called by
a. The Chairperson of the Board of Directors, or
b. One third (1/3) of the members of the Board, or
c. One half (1/2) of the Advisors, or
d. Twenty percent (20%) of the members of the Association.
1.4 Action of the Board of Directors
The 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.
At any 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.
Any Director shall abstain from the decision making process when a conflict of interests exists with the issues being discussed.
Section 2. Executive Team
2.1 The Executive Team shall carry out the operation of the Association.
2.2 The 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.
2.3 The Executive Team may create several committees. The President shall nominate Directors of all committees, which are subject to approval by the Board of Directors.
2.4 The committees shall be, but are not limited to:
General Activities Committee
Member Service Committee
Public Relation Committee
Finance Committee
Professional Program Committee
Communication Committee
International Exchange Committee
Ad hoc 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 Board members.
3.7 The Association may also name highly distinguished individuals as Honorary Advisors, following the terms outlined above.
Section 4. ACSE Operation
The operation of the Association shall follow the protocols of <<ACSE Operation Rules>>.
ARTICLE V. REGIONAL CHAPTERS
Section 1. Establishment
1.1 The 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 By-Laws>>.
1.2 The creation of a Regional Chapter shall be initiated with a written application from a local leader to the President. The application shall contain:
A statement of recognition of <<ACSE By-Laws>>
Information of members, including name, job affiliation, mailing address, e-mail address and phone number.
1.3 The 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.
1.4 Criteria
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
2.1 The Presidents of Regional Chapters directly report to the President of the Association and serves as a member of the Board of Directors by default.
2.2 The headquarter of the Association shall support the activities of the Regional Chapters through actions including, but not limited to, the following:
Information sharing through Newsletters and other publications
Providing Regional Chapters with ACSE-related publicity materials.
Ensuring the participation of all Regional Chapter members in Pan-Association activities such [W1]as election, ACSE delegations, Annual Meetings, etc.
2.3 The responsibilities of Regional Chapters to the Headquarter shall include, but not limited to, the following:
Ensuring that the Regional Chapter is in good standing according to ACSE By-Laws.
Providing accurate and updated membership list to the Membership Committee of the Association.
Submit an annual report to the President on Chapter activities.
ARTICLE VI DUTIES OF OFFICERS
Section 1. Chairperson of Board of Directors
1.1 The 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.
1.2 The 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.
1.3 The Chair-person of the Board of Directors shall preside at all meetings of the Board of Directors.
1.4 The Chair-person may delegate his/her responsibilities to other Board members when appropriate.
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:
2.1 Act as the legal representative of the Association, unless the President designates such legal representation to other appropriate person(s) when warranted.
2.2 Be in charge of the operation of the Association.
2.3 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 Directors.
2.4 In 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.
2.5 Transfer all the official materials and properties of ACSE to the succeeding President after election.
2.6 The 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 of membership.
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 and/or president
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 President.
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 Directors.
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 Election Rules>>.
ARTICLE VIII GENERAL MEETINGS
Section 1 Number of Meetings
There shall be at least one General Meeting of the members each year.
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
1. To raise fund to support the operation and provide long-term financial stability of the Association, the Association shall establish ACSE Foundation.
2. The Association shall own and have full control of the ACSE Foundation.
3. The management and operation of ACSE Foundation shall follow <<By-Law of ACSE Foundation>>.
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.