ARTICLE I
NAME & PRINCIPAL OFFICE
1.1. The official name of this entity is TSINGHUA UNIVERSITY ALUMNI ASSOCIATION OF DALLAS-FORT. WORTH”. Hereafter referred to as the "Association".
1.2. The Principal Office of the Association shall be in the area of DFW metroplex of Texas, USA.
ARTICLE II
OBJECTIVES
2.1. The Association shall be a not-for-profit organization under the laws of the state of Texas.
2.2. The Association shall accomplish its purposes and exercise its powers in a manner consistent with the provisions of Section 501(c) (3) of the Internal Revenue code of 1954.
2.3. The Association shall present programs to serve the following one or more purposes.
a) To help each alumni/ae and their family grow personally and professionally.
b) To promote fellowship among alumni and improve the quality of life for alumni and their family.
c) To strengthen the reputation of Tsinghua University and impact of alumni in local communities.
d) To provide a platform for alumni to engage with other local university alumni associations.
e) To establish a network with other regional Tsinghua University alumni groups in North America.
f) To bridge the communication and interaction between alumni and Tsinghua University.
g) To support Tsinghua University in school development and be the liaison with alumni.
h) To encourage the knowledge sharing and culture exchange in local communities.
ARTICLE III
MANAGEMENT
3.1. The Association has two layer of governance: Board and Executive Office.
3.2. The Board shall have odd number of directors and consist of no fewer than 5 and no more than 9 directors, including the Chairman. Except for the President, no executive officers shall be a Board Director simultaneously.
3.3. Executive Office includes President, Treasurer, Secretary, Vice President (VP) of Communications, Vice President of Programs and Vice President of Membership. There may be subcommittees under each VP and the subcommittee chairs are also included in the office. However, volunteers who are recruited for each program and dismissed afterwards, are not part of this office.
3.4. The terms for the President shall be two (2) year, starting from May 1st of the first year. No one shall serve as the President for more than two terms, consecutively or cumulatively. The terms of other officers shall be one (1) year. The President shall appoint other officers and request approval from the Board by May 30st. Once approved, new officers shall start their term from July 1st to allow 30 day transition. Each year, the President may either renew officers’ term or appoint to new officers.
3.5. Except for the President noted above, the term for a Board Director shall be full four (4) years and non-renewable. At each second year of presidency term, half (1/2) of the Board (excluding the President) shall be refreshed. A formal Board Director shall be allowed to apply for a position in the Board or Executive Office through the regular election process.
ARTICLE IV
MEMBERSHIP
4.1. Any person currently living in Association principle area (Dallas-Fort Worth), who earned a degree or certificate (regardless of the type), or researched (including post doc), or taught (in a faculty capacity) either at Tsinghua University in Mainland China or National Tsing Hua University in Taiwan, is considered as a Tsinghua alumnus and eligible to become a member of the Association.
4.2. Any alumnus must pay the annual membership fee to be recognized as a member of the Association. A member is eligible to vote for the Board or be nominated for a director (including President) of the Board of the Association, or be appointed by an Executive Officer.
4.3. The actual dollar amount of the annual membership fee is set by the Board and it is subject to change with 30 day advance notice to all members. Annual membership fee due by the last day of January of each year. Late payment is accepted but it is subject to late fee set by the Board.
4.4. Members who moved out of the Association principle area shall become emeritus with no voting privilege and annual fee shall be waived until their return back to the Association principle area.
4.5. Any member shall be of good moral character and must subscribe to the By-Laws. Under extreme scenarios, a member’s privilege may be revoked or suspended by approval from at least three fourth (¾) of the Board and the Board may reinstate his/her privilege after annual review.
ARTICLE V
FISCAL POLICY AND DISSOLUTION
5.1. The primary funding sources of the Association are membership fees and cash or cash-equivalent donations (directly or indirectly) from members. The Association shall not accept non-cash donations. The Association may raise fund through other activities hosted or co-hosted by the Association, as long as the activity meets the purpose of the Association and complies with IRS code described in Article II.
5.2. The fiscal year of the Association shall begin on the first day of May of each calendar year and end at the close of the thirty day of April of the succeeding calendar year.
5.3. Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Association, including the costs and expenses of such dissolution, dispose of all the assets of the Association exclusively for the exempt purposes of the Association or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets will be distributed to any officer or director of the Association. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
ARTICLE VI
DUTIES OF EXECUTIVE OFFICERS AND BOARD DIRECTORS
6.1. The President shall have general supervision of the affairs of the Association and, when possible, convene, sets agenda and preside at the Association, Board and officer meetings. The President may act as the primary contact to other local organizations and Tsinghua alumni association at other areas, and as the liaison to the Tsinghua Alumni Association under Tsinghua University.
6.2. The Secretary shall be the custodian of the By-laws of the Association and all other important documents such as the Incorporation, Affiliation, Amendments, etc. The Secretary shall keep minutes of all Association meetings, including the Board meetings. In the absence of the Secretary at any meeting, the President shall appoint a temporary secretary for that meeting. The Secretary shall undertake other duties that the Board of Directors may properly assign to him or her.
6.3. The Treasurer shall receive and disburse all money under the direction of the President and shall be empowered to operate a bank account in the name of the Association. The Treasurer shall be responsible for receiving all membership due collected by the VP of Membership. The Treasurer will submit an annual statement showing the financial status of the Association to its all members. The Treasurer must file all necessary documents with the Internal Revenue Service on an annual basis and all other documents necessary to maintain the Association as a non-profit organization.
6.4. The VP of Programs shall set up the annual plan, the goals and scopes of events that the Association may host or co-host. He or she shall work with VP of Memberships to recruit volunteers and work with VP of Communications to create promotional materials. The VP of Programs shall identify the directors of each type of the activities and guide the activity execution from the start to complete. In case of Presidency vacancy, the VP of Programs may assume the office of President for the remainder of the unexpired term at which time, until the Board elects new President.
6.5. The VP of Communications shall be responsible for creating and communicating all messages or announcement, unless otherwise noted in this document, from the President or the Board to all members. He or she shall set up and enforce policies for community communications items (such as social media, email broadcast) in accordance with Association guidelines. He or she shall also work with VP of Programs and each program chair to create event promotion materials and publish newsletter for each event after completion.
6.6. The VP of Membership shall be responsible for membership promotion and talent recruitment. He or she shall verify alumni information, maintain accurate records of all members and ensure the availability to the President or Board of Directors upon request. The VP of Membership shall collect the membership due from each member and then pass the records and money to the Treasurer. He or she shall also help each program recruit volunteers and track member participation rates.
6.7. The Board shall meet semi-annually but additional meetings may be requested by the President when necessary. The Board shall review the Association activities and balance sheets reported by the President and provide suggestion, guidance or corrective actions. The Board shall help on Association fund raising and outreaching other organizations for the interest and benefits of the Association. Last, the Board shall select the new President and approve the executive officers.
ARTICLE VII
GENERAL MEETINGS
7.1. There shall be at least one General Meeting of the members each year.
7.2. One of the meetings shall be known as the Annual Meeting, which shall be held in April or May.
7.3. The Annual Meeting notice shall be sent out to all members at least thirty (30) days in advance.
ARTICLE VIII
NOMINATION, ELECTION & TERMINATION
8.1. The Association President is elected by the Board. The Director of the Board (except for the President) is elected by the Association members.
8.2. The Board Candidate must be a member of the Association for at least one year to be eligible for nomination. Nomination calls shall be communicated to all Association members 90 days prior to the Annual Meeting. Any member may nominate any member. Self-nomination shall be allowed. Written nominations must be submitted to the Secretary in accordance with the provision of the By-Laws and nomination window shall be closed by 60 days prior to the Annual Meeting of the election year.
8.3. A slate with bio of Board Candidates shall be presented to the Association members 45 days prior to of the Annual Meeting of each election year. The ballots (either electronic or physical) shall be submitted to the Secretary at least 30 days prior to the Annual Meeting of each election year. A ballot that is not delivered by members on time shall be deemed a non-qualified vote.
8.4. After verifying the qualification of each ballot, the Secretary shall transfer all ballots to two scrutinizers appointed by the Board of directors for counting and tabulation. A plurality shall be required. In case of tie if multiple people compete for one position, the Board shall break the tie and make the final call. The Secretary shall inform all candidates of the election results and the Chairman shall announce the results in the Annual Meeting.
8.5. The Board may decide to change the number of seats in Board with voting process in regular meetings, but formal election process shall be followed for any new Board Director.
8.6. The President candidate must be active in the Association for at least one year to be eligible for nomination. Nomination calls shall be communicated through multiple channels to all Association members. Any member may nominate anyone, including self-nomination. Written nominations must be submitted to the Secretary in accordance with the provision of the By-Laws and nomination window shall be closed by 60 days prior to the Annual Meeting of the election year.
8.7. The qualification materials of each President Candidate shall be communicated to the Association members before the election for transparency purpose. Feedback from any members is allowed and encouraged. The Board shall meet before the Annual Meeting to cast the votes. Each Board member shall only vote for one candidate and no forfeit shall be allowed. One may appoint a proxy in writing for his/her absence. A plurality shall be required. The Board shall appoint a representative to announce the results in the Annual Meeting.
8.8. In the event that any Board Director or President fails to perform his/her duties in accordance with the By-Laws or in the best interests of the Association, he/she shall be removed from the Board or Presidency by the approval of more than two-thirds (2/3) of the Board. The Board may decide to keep the seat vacant (except for the President seat) until the regular election time or fill the vacancy at any time through additional election process.
8.9. Each Board Director and officer shall continue his/her term until completion. Voluntary resignation with reasonable excuses approved by the Board (such as family emergency, job change or relocation, etc.) requires 30 day advanced notice. Within the 30 day transition phase, he or she shall help the Association to identify a successor for the Board to approve.
ARTICLE IX
AMENDMENTS TO BY-LAWS
9.1. The power to alter, amend, or repeal the By-Laws shall be vested in the Board of Directors and approved by two-thirds (2/3) of the Board. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The By-Laws may contain any provisions for the regulation and management of the affairs of the Association which are not inconsistent with the law or the Articles of Incorporation.
9.2. As the general rule unless specified otherwise in this document, the vote result of the Board shall be recognized as approval, as long as more than half (1/2) of the Board cast approval votes.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
10.1. In accordance with the provisions of Chapter 8 of the BUSINESS ORGANIZATIONS CODE of Texas Statutes, the Association shall indemnify any person who was or is a party or is threaten to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a director, officer, volunteer of the association or who is or was serving at the request of the association as director, officer, volunteer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) judgments, fines and amounts paid in settlement actual and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.