BY-LAWS OF THE CHINESE CULTURE CENTER, INCORPORATED
(as amended, 01/15/2018)
ARTICLE I: GENERAL
1. NAME: The name of this organization shall be "The Chinese Culture Center, Incorporated," hereinafter referred to in these Bylaws as the "Center."
2. OPERATING OFFICE: The office of the Center shall be established and maintained at such place within the State of Connecticut as appointed by the Board of Directors.
3. The purpose of this organization shall be:
o to promote better understanding of Chinese culture
o to establish and maintain a Chinese language school
o to provide the opportunity for recreational activities for members
o to enhance social exchange and sharing o£ general knowledge
o to provide consultation for business opportunity
o to foster our rights as a minority in the academic, business and social community
o to provide orientation to new Chinese comers to the Greater Hartford area
ARTICLE II: MEMBERSHIP
1. ELIGIBILITY: Any individual of at least eighteen (18) years of age who is interested and supports the Center is eligible for membership.
2. ELECTION AND TERMINATION OF MEMBERSHIP: Election of membership of the Center is subject to approval of the Board of Directors. Upon approval of the application, membership shall become effective immediately following payment of the annual Membership Dues. Any membership may be terminated by a three-fourths (3/4)majority vote of the Board of Directors at a meeting held for this purpose for good cause and shall not entitle to any refund of the Membership Dues paid.
3. MEMBERSHIP YEAR: The Membership Year shall commence on the day set for the Annual Meeting and shall end on the day prior to the day set for the Annual Meeting.
4. MEMBERSHIP RIGHTS: All members in good standing may participate in activities or programs operated or sponsored by the Center and are eligible for candidacy for Directors, Officers, and Committees. A member who does not support the purposes of the Center and/or is delinquent in payment of Membership Dues shall be considered not to be in good standing.
5. VOTING: Each member shall be entitled to one vote on any proposal subject to vote as recommended by the Board of Directors or President of the Center. In instances when a membership is represented by a family, only one vote per family is permitted.
6. PROPOSALS TO THE BOARD: It shall be the policy of the Chinese Culture Center to encourage Voting Members to come forward with practical suggestions for activities or services consistent with the objectives of the Center. Members may submit such proposals to any Board member in writing. Such Board Member shall raise this subject in the next Monthly Board Meeting. If the Board deems it appropriate, it may invite members to present such proposals at meetings of the Board. Board of Directors shall provide written response to such proposals within 3 months of written proposal submission.
ARTICLE III: MEETING OF MEMBERSHIP
1. ANNUAL MEETING: An Annual Meeting of the general membership should be held within three (3) weeks after the CCC GALA show for Spring Festival.
2. SPECIAL MEETINGS: Special Meetings of the general membership may be called at any time by the President. The President shall call a Special Meeting of the general membership whenever so requested in writing by twenty five (25) percent or more of the membership.
3. QUORUM: At any meeting of the membership, a majority (over 50%) of all Center general Voting Members shall constitute a quorum, but, in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time. The act of a majority of the Voting Members present at a meeting at which there is a quorum shall be the act of the general membership. Voting Members may vote by proxy on any question raised at a Special Meeting of the general membership. In order to be effective, such proxies must be mailed to and received by the Secretary on or before the date set for the Special Meeting. Voting Members who have registered effective proxies shall also be deemed present at the meeting for purposes of determining if there is a quorum to transact business. Any decisions in such meetings shall be final and binding if such decisions were approved by a three-fourths (3/4) of all Center general Voting Members
4. NOTICE: Written notice of the time and place and general purpose of all Annual Meetings shall be mailed or otherwise duly communicated by the Secretary to each member no less than fourteen (14) days prior to the date thereof. Written notices of the time and place and general purpose of all Special Meetings shall be mailed or otherwise duly communicated by the Secretary to each member no less than three (3) days prior to the date thereof.
ARTICLE IV: DIRECTORS
1. NUMBER: The number of directors shall be no less than seven (7) and shall be no more than twenty-five (25). The Directors shall elect a Chairperson and one or more Vice-Chairpersons as needed. (See also Article V, *1). The total number of Directors shall be an odd number at all times.
2. TERMS OF DIRECTORS: Each Director shall serve a term of three (3) years unless, prior to the expiration of his term, he/she resigns or is removed. Terms of the Chairperson of the Board or President shall be two (2) years. Term for the President shall start from the date when the President is elected and end after two (2) years at the date when the next President is elected.
3. DUTIES OF DIRECTORS: The Board of Directors shall have the control and general management of the affairs and business of the Center. The Board of Directors shall exercise all such power of the Center and conduct such acts as are not excluded by law, or the Certificate of Incorporation, or the By-laws of the Center, or required to be exercised by the membership. Among other things, the Board may appoint Standing Committees to supervise such functions as education or publicity, or others of long term interest to the Center. Such committees shall perform the missions assigned to them and shall be at all times accountable to the Board.
4. COMPENSATION: Directors shall not receive any stated salary for their services. But by resolution of the Board, a fixed sum for expenses of attendance may be allowed for attending meetings.
5. MEETINGS: Regular Meetings of the Board of Directors may be called at any time by the Chairperson or, in his/her absence, by his/her designated Vice-Chairperson. Special Meetings of the Board may be called by the President or the Secretary at any time upon the written request of a majority of the Directors. No external parties (i.e. former board members, security etc.) shall attend the Regular and Special Meetings of the Board except such parties shall be invited by one or more Board of Directors with the approval of a three-fourths (¾) majority of the Board of Directors. Such external parties shall have no voting right.
6. QUORUM: At any meeting of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, not to exceed fourteen (14) days later. The act of a majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board of Directors.
7. VOTING: At all meetings of the Board of Directors, each Director is to have one (1) vote.
8. VACANCIES: Vacancies in the Board occurring between the Annual Meeting shall be filled for the unexpired portion of the term by the concurring vote of a two-thirds (2/3) majority of the remaining Directors.
9. REMOVAL OF DIRECTORS: Any one or more of the Directors may be removed either for or without cause, at any time by a two-thirds (2/3) majority vote of the Directors at a meeting called for this purpose.
10. NOTICE: Notice of all Special Meetings of the Board shall be given to each Director by the Secretary or his/her Designee no less than three (3) days prior to the date fixed for such meeting. Notice of regular meetings of the Board shall be given to each Director by the Secretary or his/her Designee no less than five (5) days prior to the date thereof. The notices can be given either orally or in writing.
11. 2/3 CONSENT: In lieu of any regular or special meeting and vote of the Directors, the written consent of two-thirds (2/3) of the Directors may be filed with the Secretary with respect to any action taken or to be taken by the Directors, and the said consent, when filed, shall have the same effect as a majority vote of the Directors at a regular or special meeting.
12. ABSENCES: Members of the Board who have been absent from one-third (1/3) or more regular meetings of the Board within a single Membership Year of which adequate notice has been given shall be deemed to have resigned their membership on the Board. Such members may be reinstated upon showing, to the satisfaction of three quarters (3/4) of the other members of the Board in attendance that such absences were unavoidable and that future absences are not expected.
ARTICLE V: OFFICERS
1. OFFICERS: The officers of the Center shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer. The Chairperson of the Board shall be also the President of the Center. Other officers of the Center shall be nominated by the President and from general membership, and approved by the Board.
2. TERMS OF OFFICERS: The officers shall serve for terms of two years until their successors are duly elected and qualified.
3. DUTIES OF OFFICERS: The officers shall conduct the day to day business of the Center within the policy, authority, responsibility, and accountability set forth by the Board of Directors. The officers shall report to the President.
o President: The President (Chairman of the Board) shall have the responsibility of general direction and day-to-day management of the affairs of the Center. He/she shall preside at all meetings of the membership. He/she shall present at each Annual Meeting of the membership and meeting of the Board of Directors a report of the condition of the affairs and business of the Center. He/she shall cause to be called regular and special meetings of the membership and Directors in accordance with the By-laws. After obtaining the approval of the Board of Directors, he/she shall sign and make all agreements in the name of the Center. He/she shall see that the books, reports, statements, and certificates required by the statutes are properly kept, made, and filed according to the law. He/she shall enforce the By-laws and perform all such duties incidental to his/her office or as directed by the Board of Directors. He/she shall appoint chairmen and members of standing or Ad Hoc Committees. Any decisions related to the affairs and business of the Center need to be approved by the Board of Directors and President does not have the right to VETO any decisions approved by the Board of Directors.
o Vice-President: The Vice-President or Vice-President shall in the absence of the President, act as Presiding Official of the Center, and shall have such powers and shall perform such duties as assigned by the President.
o Secretary: The Secretary shall keep the minutes of the meetings of the Board of the Directors and of the membership in appropriate books. He/she shall give and serve all notices of the Center. He/she shall be the custodian of the records and the seal of the Center and shall affix the seal when required and authorized by the President. He/she shall present to the Board of Directors at their stated meetings all communications addressed to him officially by the President or any officer or member of the Center. He/she shall attend to all correspondence and perform all the duties incidental to the office of the Secretary.
o Treasurer: The Treasurer shall have the care and custody to and be responsible for the funds and securities of the Center, and shall deposit all such funds in the name of the Center at such bank or banks, trust company or trust companies, or safe deposit vaults as the Board of Directors may designate. In the absence of a resolution of the Directors to the contrary, he/she shall sign, make, and endorse in the name of the Center all checks, drafts, notes and other evidences of debt.
o He/she shall exhibit at all reasonable times his/her books and accounts to any Director or member of the Center upon written request at the Center. He/she shall render a statement of the condition of the finances of the Center at each regular meeting of the Board of Directors and at such other times as shall be required of him/her. He/she shall present a full financial report at the Annual Meeting of the general membership. He/she shall keep correct books of account of all business and transactions and such other books of account as the Board of Directors may require. He/she shall perform all duties incidental to the office of Treasurer.
4. VACANCIES: All vacancies in any office occurring between the Annual Meetings shall be filled by President without undue delay.
5. REMOVAL OF OFFICERS: The Board of Directors may remove any officer either for or without cause at any time by a two-third (2/3) affirmative vote of the Board of Directors.
6. COMPENSATION: Compensation for all officers and agents of the Center shall be determined and authorized by the Board of Directors.
ARTICLE VI: NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
1. NOMINATING COMMITTEE: A Nominating Committee consisting of up to three (3) members shall be appointed from the membership at large by the Board of Directors at least (30) days prior to the Annual Meeting.
2. NOMINATION OF CANDIDATES:
The Nominating Committee shall survey the general membership and nominate candidates for each vacancy of the Board of Directors. A list of the proposed candidates shall be submitted to the Board of Directors for approval. Any Director who was previously removed in accordance with Article IV.9 of this document is not eligible to be elected as directors unless approved by a three-fourths (3/4) majority vote of the Directors at a meeting called for this purpose. The approved list of proposed candidates shall be disseminated to all Voting Members via Chinese Culture Center website, or otherwise, at least twenty-one (21) days before the Annual Meeting. Other qualified candidates may then be placed in nomination by ten (10) percent of the Voting Members provided the latter supply the Secretary written evidence of their support for a named candidate (or candidates) postmarked or personally delivered no later than fourteen (14) days before the Annual Meeting.
ELECTION: All election of Directors shall by ballot. All ballots shall be delivered in person or by proxy to the Board of Directors during the election session at the Annual Meeting. 4. EXCLUSION: Wife and husband shall not both serve on the Board of Directors, or in the same Committee concurrently.
5. INITIATION OF AMENDMENTS OR REPEALS: Alterations, amendments or repeals of the By-laws or the Certificate of Incorporation may be initiated by resolution of the Board of Directors or upon petition by ten (10) percent of the membership.
6. ACTIONS ON AMENDMENTS AND REPEALS: Actions on alterations, amendments or repeals of the By-laws or the Certificate of Incorporation may be made by a two-thirds (2/3) affirmative vote of the Directors. The general membership shall be informed of the change(s) in writing or in the Center Newsletter within fourteen (14) days of the action(s). The action(s) shall be nullified if a majority of the voting members of the Center disapproved the action(s) in writing within fourteen (14) days after the action(s) have been announced.