Section 1. Principal Office: The office of the organization shall be located in the City of Baltimore, Maryland.
ARTICLE II Other Offices
The organization may also have offices at such other places both within and without the State of Maryland as the Board of Directors may from time to time determine.
ARTICLE III Statement of Purpose
The purpose for which the organization is formed and guidelines to act are as follows: Any lawful purpose, including, but not limited to, the promotion of cancer research, in two principal ways: facilitating interaction between Chinese American members, and interactions of Chinese American members with cancer research societies in North America.
ARTICLE IV Meeting of Members and Management of Organization
Section 1. The management of the affairs of the organization shall be vested in a Board of Directors. The Board of Directors shall have control of the property of the organization and shall fix its policies. It shall have power to employ a necessary staff and other help, authorize expenditures, contract with independent contractors, and take all necessary and proper steps to carry out the purposes of this organization and to promote its best interests.
Section 2. Each director of the organization shall be at least eighteen (18) years of age and shall possess such other qualifications as may be described in these by-laws.
Section 3. The Board of Directors of this organization shall consist of not less than three (3) no more than seven (7) Directors. The number of Directors may be increased or decreased [provided the number of Directors shall never be less than three (3)] by simple majority vote of the members at any regular or special meeting of the members, and in no event shall any decrease in the number of Directors shorten the term of an incumbent director.
Section 4. Required new members of the Board of Directors shall be elected by the members at the designated regular meeting of the members. At least one (1) month prior to the designated meeting, members who want to nominate themselves or other members as candidates shall provide candidate's names, CV's and campaign speeches to the organizing committee appointed by the current Board of Directors. The organizing committee or the candidates themselves shall be responsible for sending their campaign speech to each member. Members who do not attend the meeting may cast their vote by mail or e-mail prior to the date of the meeting. If by mail, such mail shall be opened and the votes tallied only at the meeting. Special elections by mail, e-mail or wechat may also be held to elect new directors if necessary, polls can be done through internet, as determined by the Board of Directors. In the case of mails and e-mail, only those actually received will be counted and the member voting by mail or e-mail assumes the risk of a failed delivery. Each member voting shall have one (1) vote for each seat on the Board of Directors to be filled.
Section 5. Term of Directors: At the first meeting of the Board of Directors, the members were formed by recommendation form the founders of this organization as well as self-nomination. They shall serve a 2-year term until the first general election meeting. After the general election, those chosen to serve on the Board of Directors shall serve a 2-year term. Each member of the Board of Directors shall commence immediately and automatically upon election to the Board of Directors and shall terminate immediately and automatically upon ceasing to be such director whether by resignation, removal, replacement, or expiration of term. A Director may serve for maximal one (1) term. A Director may be removed and replaced by a two-thirds (2/3) vote of the Board of Directors, followed by a two-thirds (2/3) vote of the membership. If a Director resigns, he/she may be replaced by majority vote of the Board of Directors.
Section 6. Quorum for Meetings of Members: One-half (1/2) of the membership shall constitute a quorum (whether in person or when voting for Directors by mail, e-mail or wechat). However, at the first meeting of general election, or in case enough time is given and enough reminders are send, those present or otherwise voting shall be deemed a quorum, as determined by the decision of board of directors.
ARTICLE V Meeting of Directors
Section 1. Annual Meeting. Annual meetings for the election of Directors or for the transaction of any business that may come before the meeting shall be held every two (2) years or as otherwise decided by the Board of Directors on a date designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called by the president, the secretary/treasurer, or a majority of the Board of Directors and may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 3. Notice of Meetings. Written or printed notice of the annual meeting or of a special meeting stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting personally or by mail, by or at the direction of the president, the secretary/treasurer, or other persons qualified to call the meeting, to each member of the Board of Directors entitled to vote at such meeting. If any by-law regulating an impending election of Directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting for the election of Directors the by-law so adopted, amended, or repealed, together with a concise statement of changes made.
Section 4. Limitation on Business at Special Meeting. The business transacted at any special meeting shall be limited to the purposes stated in the notice.
Section 5. Waiver of Notice. Notwithstanding the foregoing, notice of meeting need not be given to any director who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. the attendance of any director at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.
Section 6. Quorum. A simple majority of the Directors represented in person or by proxy, or by e-mail, shall constitute a quorum at all meetings for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting the Directors present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have transacted at the meeting as originally noticed.
Section 7. Vote Required. All elections shall be determined by a plurality vote, and, except as otherwise provided by law, or the certificate of incorporation, all other matters shall be determined by vote of a majority of the Directors present or represented at such meeting, provided a quorum is present as defined in these by-laws.
Section 8. Members Present at Director Meetings. Board of Director meetings shall be open to members, except any portion of Board meeting held in Executive session.
ARTICLE VI Voting Privileges - Proxies
Section 1. Director Voting. Each director shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Directors. Unless otherwise determined by the Board of Directors by duly adopted resolution, a director may vote either in person or by proxy executed in writing by the director, or by e-mail, or by his/her duly authorized attorney-in-fact and delivered to the secretary/treasurer of the meeting prior to the vote involved.
Section 2. Action by Unanimous Consent. Whenever Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken signed by all of the Directors entitled to vote thereon.
Section 3. Board or Committee Action by Conference Telephone. Any one or more members of the Board of Directors, or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment, which allows all persons participating in the meeting to hear each other at the same time. Such participation at meetings shall constitute presence in person at such a meeting.
ARTICLE VII Officers
Section 1. Number and Titles. The officers of the Board of Directors shall be a president, a president elect, a general secretary a treasurer, and a member representative, or as the Board otherwise determines. Said officers of the Board shall also be considered as the respective officers of the organization. Officers shall serve the organization and its members without compensation for their time and effort as such officer.
Section 2. Selection. There shall be a president who is elected directly by the members at the regular meeting (the same meeting in which directors are elected). The elected president shall attend the first meeting after the regular meeting in which he or she is elected to nominate a vice president, a secretary, and a treasurer from among the current directors. The nominated officers shall then be approved by a simple majority of voting directors. The term of the officers shall be at least two (2) years and maximal one (1) term. The president is automatically a director. In no event shall the president also serve at the same time as secretary or treasurer. If the president resigns, the president elect shall succeed to the office of the president. If the president and president elect resign, the member representative shall succeed to the office of the president. If the president, president elect and member representative resign, the treasurer shall succeed to the office of the president. If the president, president elect, member representative and treasurer resign, the secretary shall succeed to the office of the president. Notwithstanding the prohibition on consecutive terms, the new president may serve a subsequent complete term if elected.
Section 3. Additional Offices. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 4. Tenure. The officers of the organization shall hold office at the pleasure of the Board of Directors and members. Any officers elected by the Board of Directors may be removed at any time, with or without cause, by a two-thirds (2/3) vote of a majority of the Board of Directors followed by a two-thirds (2/3) vote of the voting membership. Any vacancy occurring in any office of the organization shall be filled by the Board of Directors subject to the provisions of Section 2 above.
Section 5. Powers. All officers shall have only such authority and perform such duties in the management of the organization as may be provided in the by-laws or to the extent not so provided in the by-laws, as may be provided by the Board.
Section 6. President. The president shall be the chief executive officer of the organization, shall preside at all meetings of the Board of Directors, shall have general and active management of the activities of the organization and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president shall execute all contracts, legal documents, and other memoranda under the seal of the organization except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the organization.
Section 7. President elect. The president elect shall be elected by the members at the first general election and automatically become president in the consecutive 2-year full terms. In the absence or disability of the president, president elect shall perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The president elect shall serve a two (2) year term and maximal one full term.
Section 8. General Secretary. The general secretary shall attend all meetings of the Board of Directors and record or cause to be recorded all of the proceedings of the meetings of the organization and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees or other committees when required by the Board of Directors. The general secretary shall give, or cause to be given, notice of the meetings and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the general secretary shall be. The general secretary shall have custody of the organization seal of the organization, if any, and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the general secretary's signature. The Board of Directors may give general authority to any other officer to affix the seal of the organization and to attest the affixing by his or her signature. The general secretary shall serve a two (2) year term and maximal one full term.
Section 9. Treasurer. The treasurer shall have the custody of the organization funds and securities and shall keep full and accurate amounts of receipts and disbursements in books belonging to the organization and shall deposit all monies and other valuable effects in the name and to the credit of the organization in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the organization as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president or the Board of Directors, when requested, an account of all the transactions as treasurer and of the financial condition of the organization. The treasurer shall serve a two (2) year term and maximal one full term.
ARTICLE VIII Committees
Section 1. Appointment of Committees. The Board of Directors may designate, among its members, an executive committee to be known as such. The Board of Directors may designate other committees to serve the organization, each of which shall have such authority as the Board may delegate, except that no such committees shall have authority as to the following matters: (a) fixing of compensation or the awarding of contracts; (b) the filling of vacancies on the Board of Directors or in any committee; (c) the amendment or repeal of the by-laws, or the adoption of new by-laws; (d) the amendment or repeal of any resolution of the Board which by its terms shall not be so amenable or repeatable; and (e) the amendment or termination or dissolution of the certificate of incorporation. The President and other Directors may propose the formation of a committee, subject to approval by the Board. The President shall nominate the chair and co-chair of each committee, and such nomination shall be approved by the Board. Members of each committee shall be nominated by the chair and co-chair, and approved by the Board. Committees shall be dissolved by majority vote of the Board.
Section 2. Operations of a Committee. A majority of any such committee shall constitute a quorum for the transaction of all business that may properly come before it. The officers of each such committee shall be composed of a chairperson and any other officers designated by the Board of Directors and any such officer shall hold office during the term of their office as members of the committee. At all meetings of such committees, all questions shall be decided by a majority of votes, and in the case of tie votes, the chairperson, or in the chairperson's absence the vice-chairperson so chosen by the Board of Directors, but if the Board of Directors had not prior to the meeting chosen a vice-chairperson, then any vice-chairperson chosen by the committee prior to the meeting shall have a second and deciding vote. In the absence of any such chairperson or vice-chairperson a tie vote shall constitute a negative determination of the question. The Board of Directors shall determine and fix the compensation to be paid to any members of each such committee and to any of the officers thereof, if any. Whenever the term of office as a director of any member or officer of any such committee shall expire, the Board of Directors may designate a successor member or elect a successor officer. Any member or officer of any such committee may be designated or elected to succeed him or herself. The term of office of each member of each such committee shall be coextensive with the term of his or her office as director, unless the Directors at the time of his or her designation shall fix a shorter period or term of office. Any member of any such committee who shall cease to be a director of the organization shall automatically cease to be a member of the committee effective on the same date that the person ceases to be a director of the organization. The Board of Directors may designate one or more Directors as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committee. Decisions of committees may be conducted through e-mail or wechat unless the Board of Directors determines otherwise.
Section 3. Nominating Committee. A nominating committee shall be established by the Board of Directors at least four (4) months prior to the scheduled expiration of office of any member of the Board of Directors for the purpose of assembling a slate of candidates to replace such Board member(s) whose term is expiring. The duties of the nominating committee shall be to become familiar with the personnel of the organization and the work required of its officers and committees; to provide opportunities for the entire Board of Directors or others interested in the actions of the organization to suggest candidates to become members of the Board of Directors; to consult and advise with the various committee chairpersons and the president on committee vacancies and possible candidates; to present at each annual meeting a slate of officers and at any meeting in which a new member of the Board of Directors shall be selected a slate of candidates for such position on the Board of Directors. Vacancies on the nominating committee shall be filled by election by the Board of Directors.
ARTICLE IX Notices
Section 1. Manner of Giving Notice. Whenever, under the provisions of the statutes, certificate of incorporation, or of these by-laws, notice is required to be given to any person, it shall not be construed to require personal notice, but such notice may be given in writing, by first class mail or e-mail, addressed to such director or other person at his or her address (or e-mail address) as it appears in the records of the organization or at such person's last known address (or e-mail address) if different than is shown on the records of the organization, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mails or sent by e-mail. In lieu of the aforementioned manner of notice, notice may also be given to Directors or any other person by personal delivery to such person.
Section 2. Waiver of Notice. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Waiver of notice of any meeting will result from attendance at such meeting.
ARTICLE X General Provisions
Section 1. Checks and Other Documents of the Organization. Any checks drawn on the organization account or otherwise making payment of any organization funds in the amount of $1,000.00 or more shall be signed by the secretary or treasurer and any one of the following: another officer of the Board of Directors or any executive director duly authorized by the Board of Directors by resolution. Any check for less than $1,000.00 shall only require the signature of the Treasurer. In all events the treasurer shall be kept informed of all checks or disbursements of organization funds. No obligation or expense shall be incurred, nor shall any money be appropriated or paid out of the funds of the organization except as shall appear in the budget or for purposes, which have been approved by the Board of Directors. The organization shall use such funds only to accomplish the objectives and purposes specified in the certificate of incorporation and by-laws and policies of the Board of Directors. All documents concerning any such obligation or expense shall be executed by such officer or officers as the Board of Directors shall designate by resolution. A summary of income and expenses shall be published annually in a newsletter or other report, and additional details will be available to members on request.
Section 2. Fiscal Year. The fiscal year of the organization shall be fixed by the resolution of the Board of Directors.
Section 3. Seal. The organization seal shall have inscribed thereon the name of the organization and the year of its organization. The organization seal may otherwise contain such information as the Board of Directors determines and the seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 4. Limitation on Activities. Notwithstanding any other provisions contained in these by-laws, nothing in these by-laws is intended to authorize any activities by or on behalf of the organization in any manner which would preclude its eligibility for exemption from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended and eligible for the acceptance of contributions under said section. In the event of dissolution of the organization all of the assets of the organization shall be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended or any then successor statute to said section and as otherwise permitted by the laws of the State of Maryland.
ARTICLE XI Adoption and Amendment to Bylaws
Section 1. The by-laws may be initially adopted by majority vote of the voting membership. Section 2. These by-laws may be amended or repealed or new by-laws may be adopted by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors at any regular or special meeting, provided that notice of that meeting included a notice of the proposed change, all as required herein. In any event, any proposed amendment or repeal of the by-laws shall be provided to the Board of Directors at least one (1) month before the meeting at which the vote will be taken.
ARTICLE XII Indemnification
Section 1. The organization may, by resolution of the Board, provide indemnification by the organization of any and all of its Directors or former Directors against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors of the organization, except in relation to matters as to which such Directors shall be adjudged in such action, suit, or proceeding, to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE XIII Audit
Section 1. Annual Audit. Each year in which the attorney general or any applicable laws or regulations impose the requirement of an audit or review of the books and accounts of the organization by a certified public accountant, then and in that event such an audit or review will occur with the findings being reported in writing to the Board as soon as such findings are available. The Board shall have the discretion in any given year to order and audit or review by a certified public accountant by resolution of the Board.
Section 2. Salary to Personnel. The salaried personnel (if any) of the organization shall be restricted to the executive director, and staff personnel within set budget limitations by the Board. Compensation to any persons other than those mentioned must receive prior approval of the Board.
ARTICLE XIV Membership
Section 1. Qualifications for Membership. The organization welcomes faculty from academia, who are working in cancer research and are interested in promoting the goals of this organization. Membership shall be open to any Chinese faculty who has a Ph.D. or equivalent and is a faculty member at the assistant professor or the research assistant professor level, or higher in the USA; Attendance at a meeting to elect directors shall not, by itself, make a person a member, nor shall failure to attend such a meeting preclude a person's membership. Several types of membership are designed: the unpaid membership will not be required for a membership fee, but require to register, and do not have the right to vote in general election of this organization; the paid membership will have the right to vote in general election of this organization. All voting members shall timely pay their periodic membership dues in an amount and frequency to be determined by the Board of Directors. The Board of Directors will determine permanent membership fee ($500) or bi-annual membership fee ($100), and the Board of Directors shall cause a list of all members in good standing to be maintained by the organization, with policies for determining whether an individual is a member in good standing to be set by the Board of Directors. Any individual found eligible for membership and who seeks to be a member and who pays the membership dues, shall be considered a member in good standing of this organization. In any event, unless the Board of Directors determines otherwise, every voting member shall be the one whose is a PI or the equivalent of a PI. The Board of Directors also determine to have a branch of associate members for Chinese American postdoctoral fellows and PhD students (no membership fee). The associate members shall have their own organizers.
ARTICLE XV Activities of Members
Section 1. Activities of Members. The organization encourages its members to conduct activities that are consistent with the goals of the organization. The organization also encourages members to inform the organization's President and Board of Directors, or other designated individuals, of any plans relevant to the goals of the organization which the members have in order for the organization to facilitate the implementation of those plans as appropriate and as otherwise determined by the Board of Directors. In any event, the organization will not be liable for any activity that has not been previously approved by the Board of Directors or the individual designated by the Board of Directors for such approval. The organization expects members that are planning any activity in the name of the organization to notify the organization of the plans in advance and to obtain the prior approval of the organization as set forth above, including any appropriate approval required from the President or any relevant committee.