NCCBA By-LawsThe by-laws of NCCBA as a non-profit organization
ARTICLE I – NAME
The name of this corporation shall be the North Carolina Chinese Business Association (“NCCBA”)
ARTICLE II – FORM OF ORGANIZATION
NCCBA shall be a nonprofit corporation, incorporated under North Carolina General Statutes (NCGS) Chapter 55A. Its terms of existence shall be perpetual. It shall be operated in compliance with state and federal laws governing nonprofit corporations.
NCCBA is organized exclusively for charitable and educational business association purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.
Notwithstanding any other provisions of these Bylaws, NCCBA shall carry on only those activities permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code.
NCCBA shall be a membership organization.
ARTICLE III – PURPOSES
The purposes for which NCCBA is formed are exclusively charitable and educational and consist of the following:
3.1 To represent, serve, and promote the common interests of our membership and the North Carolina Chinese business community, particularly in promoting entrepreneurial and corporate development related to sciences and technologies. 3.2 To serve as a forum for networking and exchanging, for advancing our knowledge in creating and sustaining successful businesses, and for encouraging and facilitating coaching and consultation among our members.
3.3 To work with other organizations and individuals for the foregoing purposes.
3.4 To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies.
Furthermore, NCCBA shall:
3.5 Not endorse or support in any way any candidate for political office.
3.6 Not attempt to influence any votes in any election.
ARTICLE IV – BOARD OF DIRECTORS
The Board of Directors (Board) shall be constituted by not less than three nor more than nine individuals.
Nominees for positions on the Board must be Full members of NCCBA that have exhibited an active interest in and commitment to the goals and purposes of NCCBA.
There shall not be discrimination against any nominee for a position on the Board on the basis of the nominee’s race, sex, age, religion, national origin, sexual orientation or disability. As far as possible, the composition of the Board should reflect the diversity and composition of the community it serves. Participation by members of minorities and underrepresented groups shall be encouraged.
(a) The Board shall govern the activities, financial affairs and property of NCCBA, and to do so it may exercise all corporate powers available under
NCCBA’s Bylaws and Articles of Incorporation and the laws of the State of North Carolina. The Board and each Director shall assume fiduciary responsibility for all aspects of NCCBA. The Board may resolve to put before the membership, or any category thereof, for a vote any question not specifically reserved for the Board by these Bylaws or by the laws of the State of North Carolina.
(b) Duties of the Directors include: Reviewing and updating mission and vision statements once a year, attending the annual meeting and conference, attending monthly and/or bi-monthly meetings and other special meetings (by phone or in person), working on a minimum of one committee, be familiar with the NCCBA Bylaws, Organization Statement, historical statement, current year’s fiscal statement and past year’s newsletters as well as important related industry literature, and adding their input to the organization’s long-term and annual plans. Duties also include acting as an ambassador of the organization by promoting the organization and its goals as well as providing accountability to the membership.
Directors will be expected to commit an average of 4 hours per week to these and other activities. Meeting attendance is considered very important and Directors who have more than one unexcused absence per year will be automatically resigned from the Board. Legitimate absences can be excused by the President.
Directors shall not receive any compensation for performing duties as Directors. However, the Board may reimburse Directors for expenses incurred in performing those duties. Directors may serve concurrently as employees of or contractors to NCCBA, and may be compensated for work in that capacity.
Directors may be nominated by any sitting Director or member in good standing of NCCBA. The election of directors shall be held in December so the term of office will coincide with the fiscal year except for the directors of the founding board. The Founding Board shall provide for sufficient notice for nominations and election procedures to conduct the December 1, 2005 election. Nominations for all subsequent elections must be received four weeks prior to the election for preparation of ballots and mailings with the candidates’ statements. The Board shall provide for procedures for absentee ballots or voting by electronic means due to the difficulty in bringing all members together at one place and time. Positions will be filled according to the greatest number of votes until all positions are filled. A new position on the Board is created by the election of an additional Director.
A Director shall serve a two year term from the date of election or until he or she submits a written, explicit, signed resignation or until the Director is removed. Half of the founding board shall serve until December 1 2005, while another half shall serve until December 1 2006. This shall stagger terms so that approximately one half of the Board is elected each year. There is no limit to the number of terms, successive or otherwise, that a Director may serve.
4.8 Removal of Directors
Any Director or any number of Directors may be removed by a two-thirds vote of the Board by secret ballot. Proper notice must be given in advance if the removal of a Director is to be considered at a meeting of the Board. Thirty day written notice that the Board is considering removal, and of the reasons for that consideration, shall be delivered to the Director whose removal is under consideration. That Director shall be given an opportunity to respond either in writing or in person.
4.9 Filling Vacancies
The Board shall elect a Director to fill any vacancy on the Board without undue delay. If a vacancy is created by the loss of a Director, for any reason, it may be filled by the directors in office, even if they constitute less than a quorum.
4.10 Election of Chairs and Officers
At the first regular meeting the Board shall elect a Chairperson of the Board and new officers of the corporation. The Chairperson shall serve a term of one year.
4.11 Conduct of Meetings
At all meetings of the Board, the following persons may preside: the Chairperson of the Board, the President of the corporation, the Vice President, or a temporary chairperson chosen by the Directors present. In the event of any dispute regarding process, Robert’s Rules of Order, latest edition, shall govern.
4.12 Regular Meetings
Regular meetings of the Board shall be held at least annually. Other meetings scheduled in advance by resolution at a regular meeting are also considered regular meetings.
4.13 Special Meetings
All meetings besides regular meetings are special meetings. Special meetings of the Board may be called by the President or upon request of at least three Directors. The Chairperson of the Board of Directors can also call for the special meeting.
(a) Regular meetings of the Board may be held without separate notice of time, date, location and purpose of each meeting if the time and place is fixed by resolution. The Board may, by resolution, establish or change the dates for regular meetings.
(b) Special meetings of the Board must be preceded by at least two days advance notice to each Director of the date, time and place of the meeting, unless otherwise provided by these Bylaws. The notice need not describe the purposes of the special meeting unless these Bylaws require otherwise. Notice may be by mail, hand delivery, phone or any electronic/digital means. Written notice shall be deemed delivered when actually received by the Director or when actually delivered to the Director’s address on file with NCCBA. For mailed notice, three days shall be added to the two day required notice period to allow for delivery.
(a) The attendance of a Director at any meeting shall constitute a waiver of notice of that meeting except where a Director attends the meeting for the express purpose of objection to the transaction of any business because the meeting is not duly called or convened.
(b) Whenever any notice is required to be given of any meeting, a waiver of that notice in writing and signed by the person(s) entitled to such notice shall be the equivalent of giving such notice. The person(s) may sign the waiver before or after the meeting has taken place. Such waivers may also be submitted by fax, or email. Waivers of notice shall be filed with the corporate records.
A quorum shall consist of a simple majority of Directors and shall be sufficient at all meetings to transact business, unless otherwise provided by these Bylaws or the laws of the State of North Carolina.
4.17 Decision-Making and Voting
The Directors shall diligently and conscientiously attempt to make decisions by consensus. They shall employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Where it is apparent that consensus cannot be achieved, any Director may request that a vote be taken instead. Each Director shall have one vote. A majority vote of the Directors at any meeting at which a quorum is present is necessary and sufficient to make a resolution or decision of the Board, unless otherwise provided by these Bylaws. Any issues that are submitted for fax/email ballot shall require a 2/3 majority of the Board of Directors.
4.18 Telephonic Meetings
When necessary, and when proper notice is given, meetings may be held by telephone conference in which all participating Directors may simultaneously hear and speak with each other. A Director participating in such a meeting is deemed present for purposes of a quorum.
4.19 Decisions Without Meetings
Unless otherwise provided in these Bylaws or the Articles of Incorporation, the Board may make any decision or take any action within its power through a mail, electronic or digital ballot.
ARTICLE V – OFFICERS
Officers of NCCBA shall be a President, a Vice President, Secretary and Treasurer. Any two offices, except those of President and Secretary, may be held simultaneously by the same person.
5.2 Election and Term of Office
The Officers of NCCBA shall be elected by the Board of Directors and the Advisory Board at the first regular meeting of the Board for a term of one year. Each Officer shall hold office until he or she resigns, is removed or his or her successor has been properly elected.
Any Officer may be removed by the Board by a two-thirds vote by secret ballot whenever, in the Board’s judgment, the interests of the corporation would be best served by such removal. Removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
If any Office of the corporation becomes vacant for any reason, the Board shall fill the vacancy through a majority vote of a quorum present at a Board meeting. The replacement Officer shall hold office for the unexpired portion of the term of that office.
The President shall preside at all meetings of the membership and of the Board. The President shall be the principal Officer of NCCBA and shall, in general, supervise and control all of its affairs. The President shall also perform other duties as may be assigned to him/her by the Board. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated to some other Office or agent by the Board, these Bylaws or by law.
5.6 Vice President
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. The Vice President, when acting as President, shall have all the powers of and be subject to all the restrictions upon the President. She/he shall also perform other such duties as are assigned to her/him by the Board.
The Treasurer shall:
(a) Have charge of, custody of and be responsible for all funds and securities of NCCBA;
(b) Receive and give receipts for monies due and payable to NCCBA;
(c) Deposit all such monies in the name of NCCBA in such banks and other depositories as shall be selected in accordance with these Bylaws;
(d) Prepare or assist in the preparation of required state and federal reports with regard to income and disbursements and activities of NCCBA;
(e) Perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
The Secretary shall:
(a) Keep the minutes of the meetings of the members and of the Board;
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records;
(d) Keep a register of the mailing address of each member that shall be provided by such member;
(e) Ensure that all required state and federal reports are prepared and
filed in a timely fashion; and
(f) Perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.
The Board may, by resolution, establish one or more committees that are either standing or temporary by nature. Each committee shall be made up from the membership and consist of one or more Directors. The Board shall always have the power to amend, alter or repeal the actions of each of its committees by resolution.
Each member of a committee shall continue as such until his/her successor is appointed unless the committee is terminated, the member is removed from the committee, or the member ceases to qualify as a member of the committee.
One member of each committee shall be selected or appointed chair by the whole Board or by the members of that committee, as determined by the Board.
6.4 Committee Procedures
Each committee may adopt procedures for its own governance not inconsistent with the Bylaws or with resolutions adopted by the Board. Unless otherwise specified, committee meetings shall operate with the same quorum and voting requirements as the full Board. Minutes shall be recorded and filed with the Secretary for all meetings of committees.
The Board shall specify the powers and mission of each committee by written resolution at the time the committee is created or thereafter. Each committee shall have and exercise the authority equivalent to the Board in the management of the corporation to the extent specified in the written resolution creating the committee, in the Articles of Incorporation and in the Bylaws of NCCBA. However, such committees may not have the authority of the Board in reference to: a) Amending, altering or repealing the Bylaws; b) Appointing or removing any member of any such committee or any Director or Officer of NCCBA; c) Amending the Articles of Incorporation; d) Adopting a plan of merger or adopting a plan of consolidation with another corporation; e) Authorizing the sale, lease or exchange of all or substantially all of the property and assets of NCCBA not in the ordinary course of business; f) Authorizing the voluntary dissolution of the corporation or revoking proceedings thereof; g) Adopting a plan for the distribution of the assets of NCCBA; or h) Amending, altering or repealing any resolution of the Board which by its terms provides that it shall be amended, altered or repealed by such committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board or any Director of any responsibility imposed upon it or him/her by law.
6.6 Advisory Committees
Advisory committees not having or exercising the authority of the Board in the management of NCCBA may be created. The Board shall determine how members of these committees are appointed and removed. The advisory committees need not have any Directors as members.
ARTICLE VII – MEMBERSHIP
7.1 Qualifications and Application for Membership
Each person, business or other entity with an interest in advancing the purposes of NCCBA shall be eligible for membership in NCCBA. Any eligible person, business or entity may apply to NCCBA for membership by providing such information about the applicant as the Board shall, from time to time, require and by tendering membership dues in the amount established by the Board. The Board shall have complete and absolute discretion in determining whether or not to accept an application for membership and shall be entitled to decline the application of any person, business or entity whose membership it finds would not be in the best interests of NCCBA. An acceptance or denial of a membership application will not be based on sex, race, color, creed, or national origin. NCCBA shall return the membership dues tendered by any applicant who is not accepted for membership.
7.2 Term of Membership; Renewal
Upon the Board’s acceptance of an application for membership, the applicant shall become a member (each, a “Member” and collectively, the “Members”) of NCCBA for a one-year term (“Term”) beginning on the date of such acceptance and ending on the first anniversary thereof. At the expiry of a Term, such Member shall be required to reapply for membership in accordance with Section 7.1.
7.3 Classes of Members
The Members shall be divided into five (5) classes. The first class, designated “Regular Members,” shall be those Members who have contributed for their current Term not less than the amount of dues established by the Board for General Members in membership dues to NCCBA. The second class, designated “Silver Members,” shall be those Members who paid $100 initiation fee and who have contributed for their current Term not less than the amount of dues established by the Board for Silver Members in membership dues to NCCBA. The third class, designated “Gold Members,” shall be those Members who paid $150 initiation fee and have contributed for their current Term not less than the amount of dues established by the Board for Advocate Members in membership dues to NCCBA. The fourth class, Platinum Members, shall be those members who paid $250 initiation fee and have contributed for their current term not less than the amount of dues established by the Board for Platinum Members in membership dues to NCCBA. The fifth class, Life Time Members, shall be those members who paid $500 life time membership fee and have contributed for their current term not less than the amount of dues established by the Board for Platinum Members in membership dues to NCCBA.
7.4 Termination of Membership
The Board, by the affirmative vote of at least two-thirds of a quorum of the Board, may suspend or expel any Member, with or without cause. Any Member may resign by filing a written resignation with the Secretary of NCCBA. In no event shall any Member be entitled to the refund or return of any or all portion of such Member’s membership dues. Any Member who has resigned or been expelled may reapply for membership in accordance with Section 4.1. At no time shall any Member be terminated on the basis of sex, race, color, creed, or national origin.
7.5 Transfer of Membership
Membership in NCCBA is not transferable. However, upon request from a Member, the Executive Committee will consider approval of Membership transfer in the event of merger or acquisition of a Member.
7.6 Voting Rights
Each Full member shall be entitled to vote with respect to the subject matter of an issue submitted to the members by the Board. Each Full member shall be entitled to one vote upon each such issue. Full members shall vote for the Board of Directors and other issues presented to the membership for approval or decision.
7.7 Annual Meeting
The annual meeting of the members shall be held during the month of December in each year at 7:00PM for the purpose of transacting any business as may properly come before the meeting. If the annual meeting is not held in June, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
7.8 Special Meetings
The President, the Board or not less than 50% of the members entitled to vote at such meeting, may call special meetings of the members for any purpose.
7.9 Place of Meetings
All meetings of members shall be held at any place within the United States designated by the President, the Board, by the members entitled to call a meeting of members.
7.10 Notice of Meetings
The President, Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail, electronically or by digital means not less than thirty days nor more than one year before the annual meeting, written notice stating the place, date, and time of the meeting and in the case of a special meeting, written notice by mail, electronic or digital means must be given not less than ten days nor more than thirty days from the scheduled meeting. Written notice of special meetings must also include the purpose(s) for which the meeting was called. The Secretary shall give notice of a special meeting upon written request of not less than 50% of the members entitled to vote at the meeting and if refused, said members may issue notice of the meeting and set the date, time and place of the meeting.
Twenty-five percent of the members of NCCBA entitled to vote, represented in person shall constitute a quorum at a meeting of the members. If a quorum is not present at a meeting, a majority of members present may adjourn the meeting without further notice.
7.12 Manner of Acting
The vote of a majority of the votes entitled to be cast by the members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable State of North Carolina law, the Articles of Incorporation or these Bylaws.
Proxies for members are not valid under these Bylaws.
7.14 Actions by Members without a Meeting
No actions may be undertaken without a meeting and meetings of the general membership by telephone, fax or email do not constitute a meeting under these Bylaws.
ARTICLE VIII – MISCELLANEOUS PROVISIONS
NCCBA shall indemnify an individual, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because of being a director or officer of NCCBA, against reasonable expenses incurred in connection with the proceeding if the Board finds that indemnification would be authorized under the standard of conduct and other requirements of NCGS 55A-8-51 had the individual been a director and if the Board approved any settlement of the proceeding; provided, however, that in the case of an individual who was or is an officer, indemnification shall not be required unless the Board also finds the conduct was within the officer’s authority as set forth in the Bylaws or prescribed by the Board of Directors or by an Office authorized by the Board to prescribe the duties of other officers.
8.2 Director’s Liability to Corporation
No person who has served as a Director of this corporation shall incur any liability to NCCBA or its members for monetary damages for conduct as a Director, except as otherwise provided by NCGS 55A-8-60 as now or hereafter amended.
The dissolution of NCCBA shall be authorized at a meeting of the Board of Directors upon the adoption of a resolution to dissolve by the vote of two-thirds of the Directors in office. Upon the adoption of such resolution, NCCBA shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of NCCBA, to the Attorney General with respect to assets subject to NCGS 55A-14-30, and to the Department of Revenue, and shall proceed to collect its assets and apply and distribute them as provided in section 8.4.
8.4 Distribution of Assets in the Event of Dissolution
The assets of NCCBA in the process of dissolution shall be applied and distributed as follows:
(a) All liabilities and obligations of NCCBA shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
(b) Assets held by NCCBA upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the Articles of Incorporation of NCCBA;
(c) All other assets held by NCCBA shall be transferred to one or more organizations engaged in activities substantially similar to those of NCCBA, as determined by the Board in accordance with the Articles of Incorporation of NCCBA;
(d) No part of the assets of NCCBA shall be distributed to Directors or employees.
8.5 Conflict of Interest
Directors shall declare the existence of any conflict of interest, disclose its nature, financial or otherwise, on the record, and abstain from voting on that matter. A conflict of interest is always present when a vote concerns a Director’s personal financial interest. Directors and Officers may enter into transactions or contracts with NCCBA, subject to the limitations of law, Articles of Incorporation and these Bylaws regarding such dealings. All transactions of NCCBA involving the personal financial interest of Directors, Officers or employees shall adhere to standard business practices without special considerations, special compensation, or special benefit to any person as a result of the corporate role of a Director, Officer or employee.
8.6 Authority to Execute Contracts
The Board may generally or specially authorize any Officer(s) or agent(s) of NCCBA to enter into any contract or execute and deliver any instrument on behalf of NCCBA.
8.7 Authority to Sign Checks
The Board may generally or specially authorize any Officer(s) or agent(s) of NCCBA to sign checks on behalf of NCCBA.
8.8 Fiscal Year
The fiscal year of NCCBA shall be the calendar year.
8.9 Corporate Records
NCCBA shall make and keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any member and Director, and of the name and post office address of each officer; and such records as may be necessary or advisable. All books and records of the corporation shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.
8.10 Environmentally Sound Practices
It shall be the policy of NCCBA to use environmentally sound practices and products whenever practical options exist.
ARTICLE IX – AMENDMENTS
The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws or the Articles of Incorporation of NCCBA, except as otherwise provided by law, or by a two-thirds vote of the Board. Proper written notice must be given in advance of the content of proposed Bylaw amendments.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
l. That I am the duly elected and acting Secretary of NCCBA, a North Carolina nonprofit corporation; and
2. That the foregoing Bylaws constitute the Bylaws of NCCBA, as duly adopted by written approval of the Board of Directors dated July 15, 2004.
Adopted July 15, 2004 Research Triangle Park, North Carolina