CIE/USA-SF Bylaw

BYLAWS
OF
CHINESE INSTITUTE OF ENGINEERS, CIE/USA
San Francisco Bay Area Chapter

(A California Nonprofit Public Benefit Corporation)

ARTICLE 1
OFFICE

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in
Santa Clara County, California.

SECTION 2. CHANGE OF ADDRESS

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

____________________ Dated: ____________

____________________                                                                Dated: ____________

____________________                                                                Dated: ____________

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, in or out side of the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

ARTICLE 2
PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

The primary objectives and purposes of this corporation shall be:

a. To encourage study and research on engineering and scientific subjects, among its members and the public;

b. To promote communication and the interchange of information among engineers and scientists;

c. To provide growth and development of all professionals involving in the scientific and engineering fields;

d. To provide conferences, workshops and other activities designed to promote the general understanding of engineering and scientific knowledge among general public.

ARTICLE 3
DIRECTORS

SECTION 1. NUMBER

The authorized number of directors of the corporation shall be twenty-one (21), and collectively they shall be known as the Board of Directors. The Board of Directors shall consist of ten (10) directors elected by the members of the corporation from the membership, four (4) directors designated by virtue of their positions as current President, Vice President, Secretary, and Treasurer, respectively, four (4) directors invited by the new President of the corporation as Public Relationship Chair, Communication Chair, Web Master and Fund Raising Chair, respectively, and three (3) directors who shall have served previously as the three immediate past Presidents of the corporation. The number of directors may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, 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. DUTIES

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. 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, and until his or her successor is elected and qualifies.

SECTION 5. COMPENSATION

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board of Directors.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) 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 compensation 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 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place that has been designated from time to time by resolution of the Board of Directors.

Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting is able to hear one another. Such participation constitutes presence in person at such meeting.

SECTION 8. REGULAR AND ANNUAL MEETINGS

Immediately after each annual meeting of members, and at such place fixed by the Board of Directors, or if no such place is fixed at the place of the annual meeting of members, the Board of Directors shall hold a regular meeting for the purposes of organization, appointment of officers and transaction of other business. At least five (5) other regular meetings of the Board of Directors shall be held each year at such times, places and dates as fixed in these bylaws or by the Board of Directors; provided, however, that If the date for such a meeting falls on a legal holiday, then the meeting shall be held at the same hour and place on the next business day.

SECTION 9. 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 (2) directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation

SECTION 10. NOTICE OF MEETINGS

Regular meetings of the Board of Directors held pursuant to Section 8 may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph or facsimile or electronic mail. If sent by mail or electronic mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13. QUORUM FOR MEETINGS

A quorum shall consist of a majority of the number of directors then in office. For example, if there are 21 authorized director seats, and there are 15 directors then in office, a quorum is present when 8 directors are present.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, 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 shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting.

A 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, provided that any action thereafter taken must be approved by at least a majority of the number of directors constituting a quorum for such meeting.

Directors may not vote via proxy at and no purported proxy shall count towards quorum at a meeting of the Board of Directors.

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, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 15. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation 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.

Meetings shall be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 16. ACTION BY WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all directors of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors.

SECTION 17. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

If the corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. Vacancies created by the removal of a director may be filled only by the approval of the members. The members of this corporation may elect a director at any time to fill any vacancy not filled by the directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 18. NON-LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 19. INDEMNIFICATION

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 20. INSURANCE FOR CORPORATE AGENTS

The Board Of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 21. ADVISORY COUNCIL

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided, a quorum is present, create an advisory council, consisting of the four (4) former Presidents immediately preceding the President currently in office and one (1) or more Special Advisors, appointed by a majority vote of the directors then in office. Each member of the Advisory Council shall serve a term of three (3) years. Any such Advisory Council shall have authority to act in the manner and to the extent provided in the resolution of the Board of Directors, and may attend meetings of the Board of Directors.

SECTION 22. NATIONAL COUNCIL

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided a quorum is present, appoint delegates to a National Council of the Chinese Institute of Engineers, consisting of six (6) persons, including the President, the Vice President, the Chairperson of the Board and three (3) other delegates, from the Board of Directors or the Advisory Council. Each delegate to the National Council shall serve a term of two (2) years, provided, one-half (1/2) of the delegates shall be appointed each year. Any such delegates to the National Council shall have authority to act in the manner and to the extent provided in the resolution of the Board of Directors.

SECTION 23. REMOVAL OF DIRECTORS

(a)  In the event that any given director is absent from two (2) consecutive regular meetings of the Board of Directors, a special notice shall be promptly sent via electronic mail to the last known address for such director by the Secretary of this corporation stating that if such director is absent from a third consecutive regular meeting of the Board of Directors, then such director shall be automatically removed from the Board of Directors. In the event that any given director is absent from three (3) consecutive regular meetings of the Board of Directors, such director will be automatically removed from the Board of Directors unless and any one of such absences has been pre-approved in writing by the Chairperson of the Board.

SECTION 24. SPECIAL DIRECTORS

Upon the election of the Chairperson of the Board of Directors, the Chairperson may, for the benefit of this corporation, invite up to four (4) persons to serve as Special Directors for a one (1) year term. “Special Director” is a purely honorary title and the Special Directors shall hold no voting or other rights under this Article 3 unless they are otherwise instated as directors hereunder. Special Directors shall have no formal obligations hereunder but are encouraged to work for the betterment of this corporation such as fundraising, networking and other activities. Such Special Directors may be reappointed an unlimited number of times.

ARTICLE 4
OFFICERS

SECTION 1. NUMBER OF OFFICERS

The corporation shall have two (2) classes of officers. The successive officers include a President, a Vice President, a Secretary, and a Treasurer; the professional officers include a Public Relationship Chair, a Communication Chair, a Web Master and a Fund Raising Chair. The Corporation may have other officers with such titles and duties as the Board of Directors may determine.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any person may serve as officer of this corporation. Each 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.

The Treasurer automatically becomes the Secretary at the end of his or her one (1) year term; the Secretary automatically becomes the Vice President at the end of his or her one (1) year term; and the Vice President automatically becomes the President at the end of his or her one (1) year term.

If any successive officer resigns or is removed or is otherwise disqualified to serve, the next in line takes the position for the rest of the term. The new Treasurer shall be elected from the ten (10) directors by the Board of Directors. If any officer in line for succession does not wish to step up, the next in line takes the position for the rest of the term. The new Treasurer shall be elected from the ten (10) directors by the Board of Directors. The one (1) vacant seat of director will be nominated by any director and decided by the Board of Directors.

Professional Officers of the Corporation, namely, the Public Relationship Chair, the Communication Chair, the Web Master and the Fund Raising Chair, shall be appointed by the President for a term of one (1) year and can be reappointed as long as the new President sees fit and the appointees accept. Professional Officers do not participate in the succession. If any existing director on the board have been appointed and accepted the professional officer position, the vacancy seat of director will be nominated by any director and decided by the Board of Directors.

SECTION 3. SUBORDINATE OFFICERS

The Board of Directors may appoint such other officers or agents as it may deem desirable, 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

Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Chairperson of the Board or to the Board of Directors or to the President or Secretary of the corporation.

Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

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.

The President shall perform all duties 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 expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President may, in the name of the corporation, sign and execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 6. DUTIES OF VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President 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. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 7. DUTIES OF SECRETARY

The Secretary shall:

(a). 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.

(b). Keep a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members.

(c). See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(d). Be custodian of the records and of the seal of the corporation.

(e). Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and the class of membership held by each.

In general, perform all duties incident to the office of Secretary 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 assigned to him or her from time to time by the Board of Directors.

SECTION 8. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:

(a). Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name and to the credit of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

(b). Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c). Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, or a duly appointed and authorized committee of the Board of Directors, taking proper vouchers for such disbursements.

(d). Keep and maintain adequate and correct accounts of the corporation's properties and business transactions.

(e). 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.

(f). Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. COMPENSATION

The compensation of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the corporation.

ARTICLE 5
COMMITTEES

SECTION 1. STANDING COMMITTEES

The Board of Directors shall, by resolution adopted by a majority of the directors then in office, provided a quorum is present, create two (2) standing committees as follows:

(1) the Membership Committee, consisting of two (2) directors, to serve at the pleasure of the Board of Directors; and (ii) the Nominating Committee, consisting of five (5) persons, including the President, the Vice President, the Chairperson of the Board and two (2) other members of the Board of Directors or the Advisory Council, to serve at the pleasure of the Board of Directors. Appointments to the Membership Committee and the Nominating Committee shall be approved by a majority vote of the directors then in office. The board of directors may delegate to any such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

(a) The approval of any action that, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the board or on any committee that has the authority of the board.

(c) The fixing of compensation of the directors for serving on the board or on any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two(2) the number of its members, and fill vacancies therein from the members of the board.

SECTION 2. OTHER COMMITTEES

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided a quorum is present, create one or more additional committees, each committee consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. Appointments to such committees shall be by a majority vote of the directors then in office. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.

SECTION 3. 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, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee.

The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6
EXECUTIONS OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors or its duly appointed and authorized committee, except as otherwise provided in these Bylaws, may 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, and such authority may be general or confined to specific instances. 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, all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed 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 or its duly appointed and authorized committee may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(a) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, 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 record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

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 instrument.

SECTION 3. DIRECTORS' INSPECTION RIGHTS

Every director 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. MEMBERS' INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney; and the right to inspection includes the right to copy and make extracts.

SECTION 6. 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 and to any member who requests it in writing, which report shall contain in appropriate detail the information required by California Nonprofit Public Benefit Corporation Law.

If the corporation receives twenty-five thousand dollars ($25,000) or more, in gross revenues or receipts during the fiscal year, the corporation shall automatically send the above annual report to all members.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year that briefly describes the amount and circumstances of any indemnification or transaction described in California Nonprofit Public Benefit Corporation Law.

ARTICLE 8
FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the corporation shall begin on the first day of January and end on the 31st day of December in each calendar year.

ARTICLE 9
AMENDMENT AND INTERPRETATION OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(a) Subject to the power of members to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members as to voting or transfer of memberships, provided, however, if a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, it may only be adopted, amended, or repealed by approval of the members as provided herein.

(b) By approval of the members of this corporation.

SECTION 2. INTERPRETATION

Unless the context requires otherwise, the general provisions, rules of construction and definitions contained in the California Nonprofit Corporations Code shall govern the construction of these bylaws.

ARTICLE 10
AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES

Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.

SECTION 2. CERTAIN AMENDMENTS

Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 11
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 this 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 and 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 corporation 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 distributed as required by the Articles of Incorporation of this corporation and not otherwise.

ARTICLE 12
MEMBERS

SECTION 1. RIGHTS OF MEMBERS

No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions.

SECTION 2. QUALIFICATIONS OF MEMBERS

The qualifications for membership in this corporation are as follows: All persons engaged in, or associated with engineering and/or scientific services with industrial, governmental or educational institutions who are interested in the purposes of the Corporation should be eligible for membership.

The Corporation does not discriminate against any person because of age, ancestry, color, disability or handicap, national origin, race, religious creed, sex, sexual orientation, or veteran status.

SECTION 3. ADMISSION OF MEMBERS

The corporation shall admit as members such persons as the Board of Directors may from time to time select upon the recommendation of the Membership Committee. Memberships may be issued for no consideration or for such consideration as is determined by the Board of Directors. Such memberships shall be declared and taken to be fully paid memberships and not liable for any further call or payments for such memberships; provided, however, that the Board of Directors may (i) issue all or any part of the memberships of the corporation as partly paid and subject to call for the remainder of the consideration to be paid therefore, and (ii) levy dues, assessments or fees upon the members pursuant to these bylaws.

SECTION 4. FEES, DUES AND ASSESSMENTS

The Board of Directors may levy upon the members such dues, fees and assessments as it shall deem appropriate; provided, however, that a member who resigns as a member promptly upon learning of any such dues, fees or assessments, may avoid such liability, except such liability as may be imposed by contract.

SECTION 5. CLASSES OF MEMBERS

The corporation shall have four (4) classes of members as follows:

(a) Regular Member: regular members shall be persons actively involved with science, technology and engineering in public or industries or educational institutions, and shall be subject to annual membership fees determined pursuant to Section 4 of this Article;

(b) Life Member: life members shall be persons who are recognized in their field of expertise, and shall be subject to an initial membership fee determined pursuant to Section 4 of this Article;

(c) Student Member: student members shall be persons who are enrolled in an educational institution and interested in science and engineering, and shall be subject to no membership fee; and

(d) Corporate Member: corporate members shall be educational institutions, industrial organizations or scientific bodies related to engineering interest.

Each Regular member and each Life member shall have one (1) vote in all matters to be voted upon by the members; Student and Corporate members shall not be entitled to vote.

SECTION 6. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office and shall be available for inspection by any director or member of the corporation during regular business hours.

The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.

SECTION 7. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 8. NONTRANSFERABILITY OF MEMBERSHIP

Except as provided by law or these bylaws, no member may transfer a membership or any right arising therefrom, and all rights of membership cease upon a member's death or dissolution.

SECTION 9. TERMINATION OF MEMBERSHIP

A member may resign from membership at any time by delivery of written notice to the corporation. Except as otherwise provided in Section 4 of this Article, such resignation shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise.

No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except with the consent of such member or for any of the, following reasons: (a) where a membership is issued for a period of time, the expiration of such period of time; (b) the death of a member; or (c) the nonpayment of dues, assessments, or fees after fifteen (15) days written notice thereof.

SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 13
MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.

SECTION 2. ANNUAL MEETINGS

The annual meeting of the members of the corporation shall be held on any date and time that may from time to time be designated by the Board of Directors. At such annual meeting, directors shall be elected and any other business may be transacted which may properly come before the meeting.

The Board of Directors and the President shall each have authority to change the date and/or time of the annual meeting of members up to a maximum of sixty (60) days from date and time specified in this Section.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation; special meetings of the members for any lawful purpose may also be called by five percent (5%) or more of the members.

SECTION 4. NOTICE OF MEETINGS

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than twenty (20) days before the meeting.

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of an annual meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at an annual meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.

(d) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of the meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (e) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(e) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

1. Removal of directors without cause;

2. Filling of vacancies on the Board by members;

3. Amending the Articles of Incorporation; and

4. An election to voluntarily wind up and dissolve the corporation.

SECTION 5. QUORUM FOR MEETINGS

(a) At any meeting of the members to elect the Board of Directors of the corporation, one-tenth (1/l0th) of the voting power, represented in person or by proxy, shall constitute a quorum; and at any meeting of the members to transact any other business which may properly come before the meeting, one-fifth (l/5th) of the voting power, represented in person or by proxy, shall constitute a quorum.

(b) The members 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 members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.

SECTION 7. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.

SECTION 8. PROXY VOTING

Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of the corporation, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613 of the California Nonprofit Public Benefit Corporation Law.

All proxies shall state the general nature of the matter to be voted on. A proxy given to vote for the election of directors shall list those persons who were nominees at the time the notice of such election was given to the members.

SECTION 9. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with any provision of law.

SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING

Any action (including election of directors) that may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter.

The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

SECTION 11. NOMINATION AND ELECTION OF DIRECTORS

Ten (10) of the twenty-one (21) directors to be elected by the members of the corporation shall be elected from the corporation's members at each annual meeting of the members and shall hold office for two (2) years and until their respective successors are elected and have qualified, or until their death, resignation or removal.

The directors designated under the terms of these bylaws as directors by virtue of their positions as President, Vice President, Secretary, and Treasurer, respectively, shall hold office for one (1) year and until their respective successors are designated and have qualified, or until their death, resignation or removal.

The directors designated under the terms of these bylaws as Public Relationship Chair, Communication Chair, Web Master and Fund Raising Chair, respectively, shall be invited by the President of the corporation and shall hold office for one (1) year or until his or her death, resignation or removal.

Each of the three (3) directors designated by these bylaws as directors by virtue of their previous terms as Presidents of this corporation shall hold office for three (3)years or until their death, resignation or removal.

This corporation shall make available to members reasonable nomination and election procedures with respect to the election of directors by members. Subject to the provisions of law and these bylaws, the procedures followed in nominating and electing directors shall be established by the Board of Directors. Such procedures shall be reasonable given the nature, size and operations of the corporation, and shall include:

(a) A reasonable means of nominating persons for election as directors.

(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.

(c) A reasonable opportunity for all nominees to solicit votes.

(d) A reasonable opportunity for all members to choose among the nominees.

In establishing such nomination procedures in light of the above factors, the Board of Directors shall designate a Nominating Committee pursuant to these Bylaws. Such Nominating Committee shall propose candidates who are representative of the regular membership of the corporation and shall prepare the ballots, proxy materials, and voter's brochure to communicate each nominee's qualifications and other relevant information to the membership, provided, however, such materials shall clearly indicate the right of any member to propose or vote for write-in candidates.

SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

SECTION 13. RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of Chinese Institute of Engineers, CIE/USA, San Francisco Bay Area Chapter, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of this corporation.


Dated: ____________

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

____________, Director

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 set forth below.

Dated: ____________

____________, Secretary

 

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