Bylaws:

Article One General Principles

Article Two Membership

Article Three General Meetings

Article Four Executive Committee

Article Five Election

Article Six Finance

Article Seven Amendment to the Bylaws

Article Eight Dissolution

Article One General Principles

General Principles

1.1 Definitions

The following definitions of terms shall be adopted, unless otherwise stated, for the purpose of interpreting the Bylaws:

(a) "Bylaws" shall mean the Bylaws of the Nanchang University Alumni Association in North America.

(b) "Association" shall mean the Nanchang University Alumni Association in North America.

(d) "Executive Committee" shall mean the Executive Committee of the Association.

(e) "Member" shall mean the Member of the Association.

1.2 Name

The full name of the Association shall be "Nanchang University Alumni Association in North America", and abbreviated as NCUAANA. The name of the web-site of the Association is www.ncuaana.org.

1.3 Objectives

The Association is a non-profit organization. The objectives of the Association 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. These objectives shall be to

(a) foster a close connection to the University and within the Members;

(b) advance the welfare and excellence of the University and interest of the Members;

(d) enhance the relation of the University with schools in the North America

1.4 Session

The session of the Association's Executive Committee shall commence each year on June 1 and terminate on May 31 next year.

Article Two Membership

2.1 Qualification

(a) Regular members

All the people who were former students, staff, or faculty members in the University shall be eligible for Regular Members of the Association.

(b) Honorary members

Honorary members shall be extended to the President, Provost, Deans, the Associate Deans of the University,

or other people upon invitation by the Executive Committee.

2.2 Rights

All Regular Members shall have the rights to

(a) attend activities and functions arranged by the Association;

(b) nominate, second, vote and be nominated for election; and

The Honorary Members do not have any voting rights, but are entitled to join all events organized by the Association.

2.3 Obligations

All Members shall have the obligations to:

(a) abide by the Bylaws of the Association;

(b) not act in any manner detrimental to the interest and welfare of the Association.

Article Three General Meetings

3.1 General

General Meetings include the Annual General Meeting and Extraordinary General Meetings. They can be held on Internet via email, telecommunication, or other manners approved by the Executive Committee. The resolution of a General Meeting can only be revoked by subsequent General Meeting or General Polling.

3.2 Chairperson

The Chairperson of the General Meeting shall be the President of the Executive Committee or any Member appointed by the Executive Committee.

The Secretary General of the Executive Committee shall be responsible for taking notes and preparing minutes of all General Meetings. In the absence of the Secretary General, the Chairperson shall appoint a Member with his/her agreement to take up this responsibility.

3.3 Notice

Notice of General Meeting, together with the agenda, shall be delivered to all Members at least two weeks before the Meeting.

3.4 Quorum

Thirty percent or 40 of the Members, whichever is the less, shall form a quorum for the General Meeting. No business shall be transacted at any General Meeting unless a quorum is present. Except for a resolution that dismisses an Executive Committee Member, which shall be handled in Section 4.5, any other resolution needs two-thirds of majority of votes.

3.5 Annual General Meeting

The Annual General Meeting shall be held in May of each year. The business of the Annual General Meeting shall be to

(a) receive and adopt the minutes of the previous Annual General Meeting together with the minutes of all Extraordinary General Meetings, which may have been held since the previous Annual General Meeting;

(b) receive and adopt the Annual Report of the Secretary General for the current session of the Executive Committee;

(c) receive and adopt the Financial Report including an Audited Financial Statement and a Balance Sheet prepared by the Treasurer of the current session of the Executive Committee; and

(d) discuss other motion(s) stated in the agenda in the Annual General Meeting. The motion(s), supported by at least 30% or 40 of the Members, whichever is the less, wishing to bring before the Annual General Meeting, shall be delivered to the Executive Committee one week before the Annual General Meeting.

3.6 Extraordinary General Meeting

(a) The Executive Committee shall have the right to convene an Extraordinary General Meeting for any purpose whenever necessary.

(b) If there is a requisition signed by 30% or 40 of the Members, whichever is the less, an Extraordinary General Meeting shall be convened by the President of the Executive Committee within two weeks after the requisition.

3.7 Board of Association

Board of Association shall be composed of the representatives of most majors and professionals.

(a) The members of the board are nominated by the Executive Committee with approval of two-thirds of majority of the Members.

(b) The chair or co-chairs of the board shall be elected in each session by majority of all the board members. The chair or co-chairs of the board shall be limited to serve for no more than two consecutive sessions. The dismissal of the chair or co-chairs of the board shall be approved by at least two-thirds of majority of all the board members.

(c) The service term of each board member shall be three years. A board member could be dismissed by a vote of two-thirds of majority of the Members.

(d) The Executive Committee shall answer any suggestions provided by the Board of Association.

(e) With approval of three-quarters of the board members, the Board of Association shall have the right to request an Extraordinary General Meeting to discuss any major concern about the Association affairs.

3.8 Honorary Advisors

The Association shall appropriately invite some important persons as honorary advisors.

Article Four Executive Committee

4.1 Authorities

The Executive Committee shall have the power to

(a) represent the Association in all matters;

(b) organize functions to achieve the objectives of the Association;

(d) implement the resolutions of the General Meetings.

The Executive Committee shall also have the authority to appoint an acting official of the Executive Committee when any Executive Committee Member is not available for a period due to any personal or other reasons.

All the members of the Executive Committee are volunteers and shall not receive any salary or remuneration.

4.2 Composition

The Executive Committee shall be composed of the following Members:

(a) a President;

(b) four Vice-presidents;

(d) a Treasurer.

4.3 Responsibilities of Individual Members

(a) The President, being the Chief of the Executive Committee, shall govern the Association in all affairs; preside over all meetings; and co-ordinate the work of the Executive Committee and sub-committees.

(b) Each of the four Vice-presidents shall have his/her own individual functions, but shall in general assist the President in all affairs. The Vice-presidents shall co-ordinate the development of the Association in accordance with the objectives of the Association. They shall be responsible for scientific /professional program activities, regional/local chapters’ affairs, communications within the Association, the public relation, and fund-raising.

(c) The Secretary General shall be responsible for preparing and keeping agenda and minutes of all meetings of the Association; keeping records of all activities of the Association; presenting Annual Report at the Annual General Meeting; and preparing and keeping all general correspondences and documents of the Association.

(d) The Treasurer shall prepare the Annual Budget and Semi-Annual/Annual Financial Reports, submit them to the Executive Committee, and present them in the next Annual General Meeting. The treasurer shall keep in the Association’s Accounts book a continuous record of all financial transactions, produce official receipts for all payments and for all donations, and provide relevant information to facilitate auditing of the Accounts.

4.4 Quorum of the Executive Committee Meeting

No Executive Committee Meeting should be conducted without a quorum of two-thirds or more of the Executive Committee Members. Executive Committee Meeting can be held via internet, telecommunication, or other manners approved by the Executive Committee.

4.5 Dismissal of Executive Committee Members

(a) At the request of no less than two-thirds of the Members, an Extraordinary General Meeting or Polling can be called solely for the purpose of dismissing the Executive Committee Member(s).

(b) The responsibilities and authorities of the Executive Committee Member(s) will be suspended by the time his/her dismissal is proposed.

(c) Only Regular Members shall have the right to vote on the motions and dismissal of any Executive Committee Member(s). Two-thirds of majority votes are required for a motion of dismissal.

4.6 Resignation of Executive Committee Member

Any Executive Committee Member wishing to resign shall give a written notice to the Executive Committee in no less than 30 days notice.

4.7 Vacancies

In case of vacancies in membership of the Executive Committee, Regular Members can fill the position(s) through by-election.

4.8 Sub-Committees

The Executive Committee shall have the power to appoint sub-committee(s) and its Member(s) to carry out the duties delegated to it (them). The Executive Committee shall also have the power to remove sub-committee(s) and its Member(s) from office. The Executive committees shall establish the following sub-committees: i) Election Committee, with the President as a chair, for supervising all the elections of the Association; ii) Scientific Program Committee for holding scientific, technological, and professional program activities; iii) Activity Program Committee for organizing activities that foster the Member’s interest and connection; iv) Funding Committee for the affairs related to donations and other financial activities; v) Communication Committee for managing web site and email list of the Association. The Executive Committee may also set up regional sub-committees for governing all the affairs with the alumni in a specific region. The chairs of all the regional sub-committees shall become the members of the Board of Association and the members of the Activity Program Committee. The Treasurer shall be a member of the Funding Committee.

4.9 Local Chapters

All Executive Committee and Regular Members are encouraged to form a local chapter of the Association. Local chapters are subject to the Bylaws.

Article Five Election

5.1 General

Election shall be held for filling the positions of the succeeding Executive Committee before each Annual General Meeting. Election shall be conducted via an electronic voting system or other voting system approved by the Executive Committee. By-election shall be held to fill any vacancies of the Executive Committee.

5.2 Eligibility of Candidates

All nominated candidates must be Regular Members of the Association.

5.3 Nomination

Nomination of candidates shall be submitted to the Election Committee three weeks before the General Meeting of each year or a specified date determined by the Executive Committee.

5.4 Voting

All Regular Members shall have the right to vote. Each Regular Member shall have one vote for each post. A list of candidates shall be presented to the voting Members for balloting by email at least two weeks before the Annual General Meeting. After verifying that the ballots are in good standing, the Secretary General shall transfer the ballots to two scrutinizers appointed by the Election Committee for counting and tabulation at the Annual Meeting. A plurality shall be required.

Article Six Finance

6.1 Financial Year

The Financial period of the Association shall coincide with the Association session beginning on June 1 and ending on May 31 of each year.

6.2 Executive Fund

(a) The outstanding balance, activity fee, donation and proceeds of the last financial period shall be transferred to the Executive Fund. Furthermore, the Executive Committee shall approve transactions of the Executive Fund.

(b) All Executive Fund shall be used only for activities of the Association and other purposes that comply with the Association's objectives.

6.3 Annual Financial Report

At the end of each session, the Treasurer shall prepare an Annual Financial Report that shall be approved by the Executive Committee before presenting it at the General Meeting. The treasurer shall also submit a Semi-Annual Financial Report to the Executive Committee.

6.4 Auditing

At least two Members of the Association will audit the Annual Financial Report, which shall be presented at the General Meeting. The auditors should not carry any post in the Executive Committee, and shall be appointed by the Executive Committee each year.

6.5 Expenditure

Any expenditure of the Association shall be approved by the Executive Committee and signed by two of the three Executive Committee Members including the President, the Treasurer and one Executive Committee Member appointed among themselves.

6.6 Fund-Raising

The Executive committee must approve all of Association’s donation forms and campaign letters. The Treasurer shall provide official receipts to contributors no later than four weeks after receiving the donations.

6.7 Bank Account

The Association may open a current and/or savings account(s) in any government approved financial institutions under the name of the Association, provided that money can only be withdrawn with two signatures from the three authorized persons, including the President, the Treasurer and one appointed Executive Committee Member.

6.8 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 Seven Amendment to the Bylaws

7.1 Procedure

An amendment to this Bylaws may be made by a resolution of not less than two-thirds of the Regular Members voting at a General Meeting or at a General Polling for which proper notice has been given, or by two-thirds of majority votes of the Executive Committee, or by three-quarters of majority of the Board of Association.

7.2 Limitation

No President of the Executive Committee shall consecutively serve for more than two sessions.

7.3 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 General Not for Profit Corporation Act of the State of Illinois, 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.

Unless authorized by the Executive Committee, 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.

The members of the Executive Committee are forbidden to conduct any political, business and other activities under the Association’s name that are inconsistent with the objectives of the Association.

7.4 Web-Site and Email List

The President and the Vice President, who charges this affair, shall approve any major contents posted on the web-site. The alumni email list shall be strictly kept for the uses of alumni affairs. Unless approved by the Executive Committee, the alumni email list shall not be released for any other purposes.

Article Eight Dissolution

The Association shall be dissolved only if a motion is passed by not less than two-thirds of the Regular Members voting at a General Meeting or a General Polling for which proper notice has been given. Before the dissolution of the Association, all assets and liabilities legally incurred on behalf of the Association shall be fully discharged. The remaining funds 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 the University, or to federal, state or local government, for a public purpose.