BYLAWS
OF
PEKING UNIVERSITY PHILADELPHIA ALUMNI
A Pennsylvania Non-Profit Corporation
ARTICLE 1. PURPOSE
SECTION 1. PURPOSE
We hold that to have been associated with Peking University is to be committed to truth, public service, integrity, and fellowship. The purpose of this corporation is to honor that commitment by providing social, financial, and career assistance to me mbers and to contribute to the general well being of Peking University and the communities we live in.
ARTICLE 2. MEMBERS
SECTION 1. MEMBERSHIP QUALIFICATIONS
Alumni Members: any person who (a) has worked as faculty or staff for, or studied for one year or more at, Peking University; (b) pays annual membership dues; and (c) notifies this corporation his/her mail and e-mail addresses.
Guest Members: any person who wishes to participate in PUPA activities. Guest Members shall have the same privileges and benefits as Alumni members except that they shall not vote or be elected as directors or officers.
SECTION 2. ANNUAL MEMBERSHIP DUE AND MEMBERSHIP REGISTRATION
The amount of membership dues shall be decided by the Board of Directors. Membership dues shall be paid before the May 31 each year.
SECTION 3. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of the members present at a Membership Meeting duly held at which a quorum is present is the act of the entire membership, unless it is overruled by three-forth of the Board of Directors, which may then be overruled by one-half of the entire membership.
SECTION 4. ANNUAL MEMBERSHIP MEETING
a. Date of the Meeting. The date for Annual Membership Meeting shall be a date in the month of May and shall be decided by the Board of Directors.
b. Chair of the Meeting. Annual Membership Meeting shall be chaired by a person who is not a current Board Director or officer. The Chair shall be designated by the Board of Directors and shall be given all assistance by the Board of Directors and Officers in organizing the Annual Membership Meeting.
c. Notice of the Meeting. Notice of Annual Membership Meeting shall be sent to registered members 30 days prior to the date of the meeting. The notice shall include the date, time, location, agenda, and chairperson of the meeting.
d. Quorum. Annual Membership Meeting quorum shall be 40% of the registered members.
e. Businesses of the Meeting. The businesses to be conducted at Annual Membership Meeting shall include, but not limited to, approval of the selection of the chair of the meeting, approval of the management’s Annual Report for the previous year, changes in the Bylaws if neccessary, elect PUPA President, approval of the composition of current Board of Directors, and in the absence of which, the election of a new Board of Directors.
SECTION 5. SPECIAL MEMBERSHIP MEETING
Special Membership Meetings may be called by 3 members of the Board of Directors or 25% of registered members. Those who call the meeting shall designate a member as the Chair of the meeting. The notice of the meeting shall be sent to all members two weeks prior to the meeting and shall include the agenda of the meeting. Special Membership Meetings shall have the same quorum requirement and the same powers as the Annual Membership Meeting.
ARTICLE 3. BOARD OF DIRECTORS
SECTION 1. NUMBER
The corporation shall have not less than five Directors. The Directors are collectively known as the Board of Directors.
SECTION 2. POWERS
Subject to the limitations by Section 3 of Article 2, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. ELECTION OF THE BOARD OF DIRECTORS
Subject to the limitations by Section 3 of Article 2, any member with the vote of one-quarter of the entire membership or three-forth of the Board of Directors shall become a member of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to:
a. Convene Annual Membership Meeting to elect PUPA President, approve other officers nominated by the elected president;
b. Attend Board meetings as required by these Bylaws to ensure that the purpose of this corporation is achieved;
c. Register their addresses with the Secretary of the corporation.
SECTION 5 CHAIRPERSON OF THE BOARD
The Chairperson shall be elected by the Board of Directors within a month after annual meeting. Chairperson’s responsibilities are to chair meetings of the Board of Directors and to generally ensure that the Board of Directors performs the duties pres cribed in these Bylaws. Chairperson may be reelected.
SECTION 6. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws.
SECTION 7. COMPENSATION
Directors shall serve without compensation except that they shall be paid their expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular dut ies as specified in Section 4 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS
No more than 30 percent (30%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:
a. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable c ompensation paid to a director as director; or
b. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 9. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board. In the absence of Board resolution, any meeting not held at the principal office of the corporation shall be valid only if held on the written con sent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board.
SECTION 10. REGULAR MEETINGS
Regular meetings of Directors shall be held each month at a time and place designated by the Board of Directors.
SECTION 11. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice President, the Secretary, or by any two directors. Such meetings shall be held at the place designated by the person or persons calling t he meeting, or by Board designation and in the absence of such designation, at the principal office of the corporation.
SECTION 12. NOTICE OF MEETINGS
Regular meetings of the Board shall be held with written notice of time, and place seven days prior to the meetings. Special meetings of the Board shall be held upon notice of time and place two days prior to the meetings. The purpose and agenda of any Board meeting must be sent to all Directors 48 hours before the meeting.
SECTION 13. QUORUM AND ATTENDENCE OF MEETINGS
A quorum shall consist of two-thirds of current Directors. Directors can attend a meeting by being physically present at the meeting or sending an e-mail comments on agenda items before the meeting.
Except as otherwise provided in these Bylaws or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the Chair shall entertain at such meetings is a motion to adjourn.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action t hereafter taken must be approved by at least a majority of the required quorum for such meeting
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or in his or her absence, a person designated by the Chairperson and approved by a majority of the directors present at the meeting. The Secretary of the corpora tion shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
SECTION 16. RESIGNATION AND REMOVAL
Subject to the limitations by Section 3 of Article 2, Directors may be removed without cause by two-thirds majority of the directors then in office.
A Director shall be considered as having resigned from the Board if he/she fails to attend Board meetings three times consecutively.
ARTICLE 4. BOARD COMMITTEES
SECTION 1. FINANCE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members to constitute a Finance Committee. The responsibilities of the Finance Committee are
a. organize and direct the effort to secure financial resources to build an endowment and to support the activities of this corporation;
b. review and recommend for Board approval of the Management’s budget plans.
c. audit the use of the corporation’s financial resources.
The Finance Committee shall chaired by a chairperson appointed by the Board of Directors.
SECTION 3. OTHER COMMITTEES
Subject to the limitations by Section 3 of Article 2, the corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board.
SECTION 4. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors.
ARTICLE 5. OFFICERS AND THE MANAGEMENT
SECTION 1. DEFINITION
The officers of the corporation shall be a President and one or more Vice Presidents, a Secretary, and a Chief Financial officer who shall be designated the Treasurer. Neither the Secretary nor the Treasurer may serve as the President or Chairperson o f the Board and that the President and the Chairperson of the Board can not be the same person. The Officers are collectively called the Management.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. The President shall be elected in the Annual Membership Meeting with the most votes, and other officers shall be nominated by the elected president and approved by the Board of Directors in the week after the annual membership meeting. An officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The President may nominate other officers and approved by the Board of Directors, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
The Board of Directors may convene a non-regular membership meeting with cause, to remove officers or elect new President. Any officer may resign at any time by giving written notice to the President.
SECTION 5. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duti es incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise express ly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. VICE PRESIDENTS
Vice Presidents shall assist the President in the performance of his or her duties. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the President or the Board shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents.
Exhibit at all reasonable times to any member of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws and the minutes of the proceedings of the directors of the corporation.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds" the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Direct ors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Member of the corporation, or to his or her agent or attorney, on request therefor.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
SECTION 10. COMPENSATION
The salaries of the officers shall be fixed by resolution of the Board of Directors.
ARTICLE 6. EXCUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be sign ed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instr ument.
SECTION 3. MEMBERS' INSPECTION RIGHTS
Every Member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
SECTION 4. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation which report shall contain the following information in appropr iate detail:
a. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
b. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
c. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and rec ords of the corporation.
ARTICLE 8. INTERPRETATION AND AMENDMENT OF BYLAWS
SECTION 1. INTERPRETATION
The interpretation of the Bylaws is the privilege of the Board of Directors unless the majority of the membership overrules the Board.
SECTION 1. AMENDMENT
These Bylaws may be altered, amended, or repealed and by approval of the Board of Directors or the majority of the membership.
ARTICLE 9. PROHIBITION AGAINST SHARING
CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that th is provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws a nd is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corpora tion shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distri buted as required by the Articles of Incorporation of this corporation and not otherwise.
Dated: January 1, 1998
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date of January 1, 1998.