ARTICLE I GENERAL
Section 1 Name
The name of this
organization shall be Iowa City Chinese
Association, hereinafter referred to as ICCA.
Section 2 Purpose
The purpose of
ICCA shall be to organize social events promoting Chinese culture heritance and
fellowship inside and outside the Chinese community in the
ARTICLE II MEMBERS
Section 1 Classes of Members
ICCA shall have
one class of members.
Section 2 Appointment of Members
Membership is
open to any person who is 18 years old or older and supports the purpose of the
ICCA and who is of good character, regardless of sex, religion, race, color
national and ethnic origin. Appointment of a member should be automatic upon
the acceptance by ICCA of the appropriate annual membership fee, but such
membership shall not be provisional until the adjournment of the Executive
Council meeting next following the acceptance by ICCA of such membership fee.
The Executive Council shall have the power to rescind any provisional
membership in its judgment such action would be the best interest of ICCA.
Section 3 Maintenance of Membership
Membership of ICCA
may be maintained by the member on a year to year basis by paying to ICCA the
appropriate annual dues.
Section 4 Dues
The amount of
annual dues shall be set by a majority vote of the Executive Council. Dues are
payable on or before the annual meeting and should cover the period of that
entire calendar year.
Each member shall be entitled to one vote on each matter
submitted to a vote of the membership. Votes may be delivered in person, by
post, electronic mail or fax.
There will be a Meeting of ICCA members at the annual
Chinese New Year celebration organized by ICCA. The Membership Meeting will be
chaired by the first of the following people who is present: the President, the
Vice President, the most senior Trustee. At the Membership Meeting, business
matters may be discussed, and motions may be made and voted on.
Motions other than amendments to the bylaws will require a
50% majority and will be advisory only. However, the reasons for rejecting such
a motion must be explained to the members in the next edition of the
Association of Automated Reasoning newsletter. Ties may be broken by a vote of
the Trustees.
Proposed amendments to the bylaws are addressed in
accordance with Article IX, Section 1.
The Board of Trustees may designate any place within the
State of
The members present at any meeting regularly held at a
conference sponsored by the corporation shall constitute a quorum at such
meeting. At any other meeting of the members, twenty (20%) percent of the
members shall constitute a quorum.
At any meeting of members, a member entitled to vote may
vote by proxy executed in writing by the member or by his or her duly
authorized attorney in fact. No proxy shall be valid after sixty (60) days from
the date of its execution, unless otherwise provided in the proxy. A given
member may serve as the attorney in fact, and cast a vote, for at most one
member.
Section 5 Closing of Membership Books and Fixing
Record Date
For the purpose of determining members
entitled to notice of or entitled to vote at any meeting of members or any
adjournment thereof, or in order to make a determination of members for any
purpose, the Executive Council may provide that membership books shall be
closed a period not to exceed forty (40) days. In lieu of closing the
membership books, the Executive Council may fix in advance a date as the record
date for any such determination of members, such date in any case to be not
less than ten (10) days prior to the date on which the particular action
requiring such determination of members is to be taken. If the membership books
are not closed and no record date is fixed for the determination of members
entitled to notice or entitle to vote at a meeting of members, the date on
which the notice of the meeting is mailed shall be the record date of such
determination of members.
Section 6 Notice
of Meetings
Written notice stating the place, day
and hour of the meting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called and the person or persons calling the
meeting, shall be delivered, by or at the direction of the president,
secretary, officer, person or persons calling the meeting, either by email or
by mail to each member of ICCA:
(1)
If notice of the meeting is mailed, such notice shall be delivered not less
than ten (10) days nor more than sixty (60) before the date of the meeting and
shall be deemed to be delivered when deposited in the United States mail
addressed to the member at his address as it appears on the membership books of
ICCA, with postage prepaid.
(2) If the notice of the meeting is
delivered by email, such notice shall be delivered not less than five (5) nor
more than sixty (60) days before the date of the meeting and shall be deemed
delivered when actually received by a member.
Section 7 List of Members
A list of members as of the record
date shall be open for inspection at any meeting of members. The list shall be
prepared by or under the direction of, and shall be certified by, the
secretary.
Board of Trustees shall manage the election or dismiss of
President; approval of members of the Executive Council.
Subsection 2.0 Membership of Board of Trustees
There will be up to six elected Trustees plus the ex-President
of the previous year.
Subsection 2.1 Nominations of Trustees
Nominations for Trustee positions may be made by any member
of ICCA, by email, to be received by the Trustees up to or during the next
upcoming business meeting. Two members are required to make a nomination. No
member may make more than one nomination. To be eligible, nominees must be ICCA
members, must give their permission, and must meet the conditions set forth in
x2.2 below. An election as described in x2.3 below will be held within thirty
days of the business meeting for the purpose of selecting nominees to become
Trustees.
Subsection 2.2 Terms of Trustees
The elected Trustees shall have terms of office that begin
with the election after the members business meeting at which they are
nominated, and end with the third subsequent trustees election. No Trustee may
serve three successive elected terms of office. The current President will be
Trustee after his/her period of appointment for one year.
Subsection 2.3 Election of Trustees
New members of the Board of Trustees shall be elected at
the member meeting, using an voting tool chosen by the Board of Trustees. The
election will be held within thirty days of the business meeting that marks the
close of nominations and shall be binding on the Trustees.
Subsection 2.4 Vacancies
Trustee positions which become unexpectedly vacant due to
resignation, death, or for other reasons, may be filled at the email election
taking place subsequent to the following member meeting, or in a Special
Election.
A meeting of the Board of Trustees may be called by any two
Trustees. The Trustees calling a meeting of the Board may fix any place within
the State of
A majority of the Board of Trustees shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less
than a majority of the Trustees are present at said meeting, the Trustees
present may adjourn the meeting from time to time without further notice for a
period not to exceed six (6) months.
The act of a majority of the Trustees present at a meeting
at which a quorum is present shall be the act of the Board of Trustees, unless
the act of a greater number is required by law or by these By-Laws.
Trustees as such shall not receive any stated salaries for
their services; but nothing herein contained shall be construed to preclude any
Trustee from serving ICCA in any other capacity and receiving compensation
therefore.
ARTICLE V EXECUTIVE
COUNCIL
Section 1 General Powers
The affairs of
ICCA shall be managed by the Executive Council.
Section 2 Number and Qualifications
The number of
council members shall be five (5), and this number shall constitute the entire
Council. Each council member must be at least eighteen (18) years of age and a
member in good standing of ICCA.
Section 6 Officers
ICCA shall have a president, a secretary, a
treasurer, and any other officers deemed necessary by the Executive Council.
a.
President - The president shall serve as the chief executive officer of
ICCA. The president shall exercise general supervision over and control the affairs
of the corporation and shall see that all orders and resolutions of the council
are carried into effect.
b.
Secretary - The secretary shall be a council member and elected by the
Council. The secretary shall have the following duties:
(1)
Keep or cause to be kept of records of the proceedings and actions of the
members and the Council in one or more books provided for that purpose;
(2)
See that all notices are duly given in accordance with these by-laws or as
required by law;
(3)
Be custodian of ICCA records;
(4)
Keep a register of the names and the addresses of each member; and
(5)
In general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned by the president or the
Council.
c.
Treasurer - The treasurer shall be a council member and elected by the
Council. The president must not be the treasurer. The treasurer shall have the
following duties:
(1)
Have charge and custody of and be responsible for all funds and securities of
ICCA;
(2)
Receive and give receipts for money due and payable to ICCA from any source
whatsoever, and deposit such moneys in the name of ICCA in such depositories as
shall be selected by the Council;
(3)
Forward a copy of source documents of ICCA’s financial activities to the
assistant secretary; and
(4)
In general perform all duties incident to the office of treasurer and such
other duties as from time to time may be assigned by the president or the
Council.
d.
Assistant Secretary - The assistant secretary shall be appointed by the
president with he consent of the Council. The assistant secretary shall assist
the Secretary and perform the following duties:
(1)
Keep and be custodian of the financial records of ICCA; and
(2) Prepare or cause to be
prepared of financial statements of ICCA.
Section 3 Election and Term of Office
The President
will be nominated by Board of Trustees and approved by the Membership Meeting.
The other members of the executive council will be nominated by the President
and approved by Board of Trustees. Each council member shall hold office until
the next annual meeting of members and until his successor has been elected and
approved. The term of President is one-year and no president can serve more
than three consecutive years.
Section 4 Removal of Council Members
Any or all
council members can be removed without cause by a vote of a membership meeting
called upon by the Board of Trustees.
Section 5 Vacancies
When the position
of President is vacant before an annual meeting, Board of Trustees will appoint
an interim President until the next Membership Meeting.
When the
Executive Council other than the President has a vacancy occurring, the
President may nominate any ICCA member approved by the Board of Trustees.
Section 7 Compensation
Council members
shall not receive any salaries for their services as Council members; but
nothing herein contained shall be construed to preclude any Council members
from receiving reasonable compensation for other services provided to ICCA.
Section 8 Public Statements
No member of ICCA
may make statements on behalf of ICCA without the approval of the Council.
Section 9 Meeting of the Executive Council
a. Regular Meeting - The president shall call a Council meeting
after an annual meeting of members.
b.
Special Meetings - Special meetings can be called by the president or
any four members of the Council with location and time determined by the
person(s) calling such meeting.
c.
Notice of Meetings - The notice of meeting of a Council meeting shall be
sent to each Council member by any usual means of communication not less than
five (5) days before the meeting. Attendance of a Council member at a meeting
shall constitute waiver of notice of such meeting.
d. Quorum and Vote of
Council Members - A majority of the Council members then in office shall
constitute a quorum for the transaction of business, and the vote of a majority
of Council members present at a meeting at which a quorum is present shall be
the act of the Executive Council.
ARTICLE VI BYLAW AMENDMENT PROCEDURE
Section 1 Proposal of Amendment
Amendment to
these bylaws may be proposed by the Executive Council on its own initiative or
upon the application of any 20 active members of ICCA.
Section 2 Publication
Proposed
amendment shall be sent to each member at least 30 days prior to the meeting at
which they are to be voted upon or the due date when a mail ballot is to be
counted.
Section 3 Approval
Amendment to the
bylaws shall require approval of two-thirds of the voting members present and
voting at a meeting of members at which a quorum is present, or by a majority
of all members in a mail ballot.