Article I THE ASSOCIATION

Section 1. Name:

• The name of the organization is the Tongji University Alumni Association of America, hereinafter referred to as "TJUAAA", or the "Association".

Section 2. Nature:

• The TJUAAA is a non-profit organization. All officers of the TJUAAA work on a voluntary basis.

Section 3. Address:

• The Association is incorporated in the State of New Jersey, USA. The homepage for Association is at http://www.tongji.org.

Article II MISSION

Section 1. Mission:

• The purposes of the Association shall be effectuated through a nonprofit organization dedicated to fostering the bond of loyalty between Tongji University and its Alumni, furthering the well-being of Chinese Community in the United States, and promoting the welfare, interest and excellence of Tongji University by the following means:

1. by establishing a medium through which the alumni (both former students and faculty members), other individuals and corporations can contribute, financially and personally, to the welfare of the University.
2. by providing services and organizing events to foster a mutually helpful relationship among alumni, the faculty, the student body of the University, and those who have supported Tongji University.

• The purposes of TJUAA shall be exclusively charitable within the meaning of Sec. 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III ORGANIZATION

Section 1. Organization Structure:

• The TJUAAA shall have a Governing Board consisting of 12 members. These members are called Board Members.
• The TJUAAA shall have an Executive Committee, consisting of a president, a vice-president, a secretary general, a treasurer, and several other officers in charge of various functions/areas.

Section 2. Governing Board:

• The Governing Board (the "Board") shall have 12 board members (who must be members of the Association): the President, the Past-president, one appointed by the President, two from Tongji University appointed by the President (normally will be re-appointed), and 7 elected from local chapters across the USA and Canada.
• Board Members shall select a Chairperson and a Secretary of the Board after each new election.
• Subject to the provisions of the US federal and New Jersey laws, and any limitations of the Bylaws of Association, the activities and affairs of the Association shall be conducted and all Association powers shall be exercised by or under the direction of the Board.
• Board Members serve a term of one year. There’s no term-limit for Board Members.
• Any member of the Governing Board can send a petition to the President for a board debate on his/her proposal, usually by electronic mail. The voting deadline must be at least forty-eight hours after the call. A quorum needs two-thirds of Board Members. A passing resolution needs two-thirds votes. Only the President or three Governing Board members can initiate such debates and voting.
• Every Board Member shall have the absolute right at any reasonable time to inspect and copy any books and documents of the association.

 Section 3. Executive Committee:

• The Executive Committee ("EC") supervises the management, represents TJUAAA externally, manage daily activities, and sets goals and objectives for the Association.
• All EC members shall be appointed by the President, and approved the Governing Board.
• All EC members shall have terms until a new President is elected.
• The Executive Committee shall follow the Bylaws and execute the resolutions of the Governing Board. After vetoing any resolution made by the Governing Board, a written report must be presented to the Governing Board's next meeting.
• The Executive Committee is responsible for recording all contributions, member lists, and all expenditures.
• The Vice-president will serve as an Acting President at the President's absence.
• The President is the official spokesperson for TJUAAA. He/she can authorize any other officer or Board member to represent him/her externally.
• The President and other officers of TJUAAA are forbidden to conduct any political, business and other activities under the name of TJUAAA inconsistent with the mission of the Association.
• The President is elected by the members of the TJUAAA. The term for the President is one year, which is understood not less than ten months, but not more then fourteen months. No one shall hold the President position for more than two consecutive terms.

 Section 4. Membership:

• Members are alumni of Tongji University who registered through http://www.tongji.org.

  Section 5. Election:

• A general election for the President and elected Board Members shall be conducted in March each year by using an electronic voting system, or other voting system approved by the Board. The election will be conducted by the current Governing Board, or by a committee appointed by the current Governing Board. The election shall be announced thirty days in advance.
• All candidates shall be members of the Association. They can be either self-nominated or nominated by any TJUAAA member. All nominations must be submitted to the election committee at least seven days before the election.
• The election result will be publicly available to all TJUAAA members. Newly elected President will have 21 days to appoint new TJUAAA officers and get approval from the current Governing Board. The new TJUAAA officers shall be in charge on the thirtieth day after the election. During the transition time the current officers shall help new leaders to make a smooth transition.
• The elected Board Members shall take their position immediately after the election results are announced by the election committee.
• Only the Governing Board can call an early election, with at least two-thirds of the Board members’ approval.

Section 6. Member Meetings:

• Only the Governing Board can call the general member meetings. Members can submit proposed agenda items to the Chairperson or the members of the Governing Board. Announcement of the general member meeting including the agenda will be sent to all members no later than seven days before the meeting. A quorum needs one-third of members in such a case. Any resolution needs two-thirds of majority of the votes.

Section 7. Minutes:

• Minutes of the meeting shall be prepared by the President and Secretary General, and shall be distributed within two weeks after the meeting. The Executive Committee shall keep records of the approved minutes.

Section 8. Compensation

• Board members and Executive Committee members shall serve without compensation.

Section 9. Removal and Resignation

• Any officer can resign by sending a mail or an email to the President and GB. Any non-elected Board member or EC member may be removed, either with or without cause, by the President, or by a two-thirds majority of the Board members, at any time.

Article IV OPERATION

Section 1. Execution of Instruments

• The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or member has any power or authority to bind the Association 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. Fund–Raising

• All donation forms and campaign letters under the name of TJUAAA must be approved by the President.
• The Treasurer shall provide official receipts to the contributors within thirty days of the donations received.

 Section 3. Expenditures:

• No part of the net earnings of TJUAAA shall inure to the benefit of or be distributed to its members, directors, or other private persons, except that TJUAAA shall be empowered to pay reasonable compensation for services rendered for its charitable purposes and to make payments and distributions in furtherance of the purposes set forth in Article Two Section One hereof.

Section 4. Local Chapters

• All members are encouraged to form local chapters of the TJUAAA. Local chapters are subject to the same rules governing the Association under these Bylaws.

Section 5. Subcommittees

• The association shall have subcommittees as may from time to time be designated by the resolution of the Board, or by the President.

Section 6. Annual Report:

• The Executive Committee shall prepare and distribute an annual report to be furnished within a reasonable time period to all Board Members of Association. The report shall contain the following information in appropriate details:

1. The assets and liabilities of the Association as of the fiscal year.
2. The principal changes in assets and liabilities during the fiscal year.
3. The revenue or receipts of the Association, both unrestricted and restricted to particular purpose, for the fiscal year.
4. The expenses or disbursements of the Association, for both general and restricted purpose, during the fiscal year.

 Section 7. Private Scholarship:

• Anyone who wishes to set up a private scholarship under TJUAAA sponsorship and management is welcome to do so. In general, the organizers of the private scholarships should be responsible for the fundraising; a certain percentage of the private fund will be paid to the general fund; the organizers of the private scholarships have the right to set up their own criteria within the mission of TJUAAA. Details of the private scholarship will be regulated by the guideline for private scholarship and the contract between the organizers of the private scholarship and TJUAAA.

Section 8. Prohibited Activities

• Nothing herein shall authorize the Association, directly or indirectly, to engage in or include among its purposes, any activity not permitted by a corporation organized under the provision of the New Jersey Nonprofit Corporation Acts, or to engage in any activity that is not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

• No substantial part of the activities of the Association shall be for the purpose of carrying on propaganda, or otherwise attempting to influence legislation. None of the activities of the Association shall consist of participating in, or intervening in (including the publishing or distributing of statement), any political campaign on behalf of any candidate for public office.

Section 9. Fiscal Year

• The fiscal year of Association shall begin on November 1 and end on October 30 each year.

Section 10. Non-liability of Members

• No member of the Association shall be personally liable for debts or obligations of the Association. Memberships shall be non-assessable.

Article V AMENDMENT

Section 1. Procedure:

• The Bylaws may be amended by the Governing Board with two-thirds of majority votes, subject to the limitations stipulated in Section 2, Article V of these Bylaws. The amended Bylaws will become effective after three days of the approval.

Section 2. Limitations

• Any amendments, alterations, changes, additions or deletions from these bylaws shall be consistent with the laws of the State of New Jersey governing private organization and association.
• No President shall serve for more than two years consecutively.

Article VI DISSOLUTION

Section 1. Association

• TJUAAA may be dissolved by approval of three-fourths majority of the Governing Board.

Section 2. Asset Distribution

• After providing for its debts and obligations, the remaining assets of TJUAAA shall not inure to the benefit of any member or individual, but shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to Tongji University, or to federal, state or local government, for a public purpose.

Copyright © by TJUAAA All Right Reserved.

Published on: 2004-02-27 (7199 reads)