About Us - By Law

Offices

• The official address of the Corporation is P.O. Box 612283, San Jose, CA 95161-2283

Purposes add Limitations

• This Corporation is a nonprofit mutual benefit corporation.
• This corporation is organized to promote the common business interest of its members in the profession of engineering and to promote the acceptance of Chinese professionals in business and professions.
• No stock is to be issued. No part of the net earnings of the corporation shall be paid to any member of the corporation.
• No compensation for all officers.
  

Members

• This Corporation shall have two classes of members: Regular Members and Associate Members.
• Regular Members shall have the right to vote on the election of directors, president/vice president.
• Each member must pay annual membership fee set forth by board.
• There shall be no limit on the number of members the Corporation may admit.
• Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.
• A member in the Corporation shall not liable for the debts, obligations, or liabilities of the Corporation.
  

Meetings of Members

• An annual member's meeting shall be held on the second Saturday of September of each year at 2.00 PM, unless the Board fixes another date or time.
• Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given.
• Majority of votes of the active members present (include proxy) shall constitute a quorum for the transaction of business. (Amendment by Board)
• Active members refer to members, who pay membership fee, not include permanent members.
• The members present at a duly called or held meeting at which a quorum is not present may not continue to transact business. Such business should be transacted by Board with majority board members present.
• Members entitled to vote at any meeting of members shall be Regular Members as of the record date determined by bylaws.
• Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.
• Board may fix, in advance, a record date.
• If not otherwise fixed by the Board, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held.
• A person holding a membership at the close of business on the record date shall be a member of record.
• Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy.
• The President of the Corporation or, in his or her absence, the vice President, or in the absence of both of them, a director designated by the President shall preside over the meetings of the members.
• One (1) or three (3) inspectors are to be appointed.

Directors

• The authorized number of directors shall he nine (9). The president and vice president elected shall become Directors automatically.
• Each Director shall hold office for three (3) years. Except president and vice president shall hold office for one year only.
• Two - three new directors shall be elected at each annual meeting of the members to hold office.
• Directors shall be eligible for reelection without limitation on the number of terms they may serve.
• The Directors shall serve without compensation.
• The Directors shall meet at least four times per year.
• A majority of board directors shall constitute a quorum for the transaction of business.

Officers

• The officers of the Corporation shall be a President, Vice President, a Secretary, a Chief Financial Officer and chairman of the board.
• The President, Vice President and Board shall be elected by the members. All other officers of the Corporation shall be chosen annually by the president and vice president.
• Chairman of the Board shall preside at board meetings. If there is no president, the chairman of the board shall also be the chief executive officer.
• The President shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation's activities, affairs, and officers.
• In the absence or disability of the president, the vice President shall perform all duties of the President.

Records and Reports

• Maintenance of Corporate Records
• Inspection Rights of Members
• Annual Report
  

Amendments

• Amendment by Board
• Amendment by Members

Resolutions

Resolutions made by BODs on 7/12/1998

(1) Elected President and Executive Vice President have power to choose their executive officers (or functional vice presidents).

(2) Executive committee is required to form a minimum of five executive officers /functional vice presidents:

Vice President , Professional Activities
Vice Presiden t, Members Networking
Vice President , Membership and Administration
Vice President , Information (or Webmaster) Secretary

If necessary, other functional officers' positions can be added.

(3) BOD members should take specific role of duties when running for and serving as board members. He or she is obligated to either serve as or support a functional vice president (executive officer).