By-laws(Hanji version)

BYLAWS
OF
South Bay Taiwanese Association of
Northern California

Proposed by the SBTA Board

A CALIFORNIA NONPROFIT PUBLIC BENFIT CORPORATION

ARTICLE 1: NAME AND OFFICES

SECTION 1. NAME

The name of this corporation is South Bay Taiwanese Association of Northern California (SBTA-NC).

SECTION 2. PRINCIPAL OFFICE

The principal office of the corporation is located at 4413 Fortran Court, San Jose, CA 95134 in Santa Clara County, California.

SECTION 3. CHANGE OF ADDRESS The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

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SECTION 4. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

ARTICLE 2: PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be:

To build and strengthen fellowship among Taiwanese Americans living in South Bay area of Northern California,
To help elevate the status of the Taiwanese Americans and strive for their entitled benefits in the U.S.,
To maintain the human rights and its interest of Taiwanese Americans, and
To promote the Taiwanese culture and enhance the inter-culture exchange between Taiwan and the U.S.

ARTICLE 3: MEMBERS

SECTION 1. TYPES OF MEMBERS

The corporation shall have three types of members that include Basic Members, Permanent Members, and Supporting Members, hereby collectively called Members.

SECTION 2. QUALIFICATIONS OF MEMBERS

Basic Member : Taiwanese living in South Bay Area of Northern California, who is 18 years old or older and agrees to abide the Bylaws of this corporation, may apply for a basic membership.
Permanent Member: A basic member who pay a lump sum amount of due specified by the Board of Directors is granted permanent status of membership. A member who has been a basic member for three years, if he or she wishes, may convert to permanent status of membership by paying a specified amount of due set by the Board.

Both Basic member and Permanent member are eligible to vote .

Supporting Member : the Friends of Taiwanese who has desire to participate in the activities held by the corporation but has not formally agreed to abide the Bylaws of the corporation, and recommended by two basic members may apply for a supporting membership.

SECTION 3. ADMISSION OF MEMBERS

Applicants shall submit the application for membership in writing. The application and admission of the membership shall be approved by the Board of Directors. Any decision shall be ratified by the two thirds majority vote of the Board..

SECTION 4. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 5. DUTIES AND OBLIGATIONS OF MEMBERS

All members must pay annual fee each year, the annual fee is decided by the Board of Directors.

The Basic Member, who joins this association for over three (3) months, has the right of motioning, and voting. The Basic Member who joins this association for over one year is eligible as a candidate for offices. .

SECTION 6. TERMINATION OF MEMBERSHIP
1. Causes of Termination
  
  A membership shall terminate on occurrence of any of the following events:
  1. resignation of the member, on reasonable notice to the corporation;
  2. occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
  3. expulsion of the member under the following provisions of this article based on the good faith determination by the Board, or a committee or person authorized by the Board to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
2. Procedure for Expulsion
  
  Following the determination that a member should be expelled under the previous provisions of this section, the following procedure shall be implemented:
  1. The member shall be given 30 days prior notice of the proposed expulsion and the reasons for the proposed expulsion. Notice shall be given by any reasonably calculated method to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records.
  2. The member shall be given an opportunity to be heard, either orally or in writing, at least 10 days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion should take place.
  3. e Board, committee, or person shall decide whether or not the member shall be expelled or sanctioned in some other way. The decision of the Board, committee, or person shall be final.
ARTICLE 4: GENERAL ASSEMBLY OF MEMBERS

SECTION 1. POWER

The General Assembly of Members is the highest authority for resolution of the Organization..

SECTION 2. ANNUAL MEETING

The General Assembly of Members must be held once a year. A special General Assembly of Members may be held upon petitioning by at least one-third of Basic Members.

SECTION 3. PLACE OF MEETING

Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.

SECTION 4. QUORUM FOR MEETING

The presence of not less than fifty percent (50%) of the basic members shall constitute a quorum and shall be necessary to conduct the business of this Organization. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the General Assembly of Members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 5. RESOLUTION

Any resolution decided by two thirds of votes by the Members present at a meeting of General Assembly of Members shall be duly held and is the resolution of the General Assembly of Members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the General Assembly of Members.

ARTICLE 5: DIRECTORS
SECTION 1. ORGANIZATION

The Board of Directors of this corporation shall consist of seven Directors, including the President, the Vice President..

SECTION 2. QUALIFICATIONS

The Basic Member who joins this corporation for over one year is eligible as a candidate for the Director.
1. Term
  
  The term of the Directors is two years; that of President and Vice President is one year. The term is from October 1 through September 30' of next year. For President and Vice President, the term may be extended for one more year if re-elected. The Directors may serve another term if reelected.
2. Election
  1. The nomination date for Directors is set to be in July. The candidacies are to be announced in August and the election is held at the annual meeting of General Assembly of members.
  2. Rules of Nomination: Any members of the Board may nominate the candidates for the ensuing year, subject to the majority vote of the Board. The candidates can also be nominated by cosigning of 15 or more Basic Members. All nominees must agree to be the candidates.
  3. Rules of Election:
    1. At the annual members meeting shall adopt anonymous ballot to elect the Directors. The President shall be elected by the new team of Board of Directors at the same time during the annual meeting. The Vice President shall be elected by the Board of Directors during the first Board meeting of the new term. The Vice President shall be the candidate for the presidency the next term . The Board of Directors may revoke the candidacy of the Vice President when sufficient cause exists . The Board then shall elect, by a majority vote, a new Vice President from the senior Directors.
    2. Alternate Directors: The candidates who are not elected as the Directors may become the Alternate Directors in the order of balloting counts.
    3. The voting power is limited to the members who are present at the annual meeting of General Assembly of members. There is no proxy voting.
SECTION 3. DUTIES

It shall be the duty of the Directors to:
SECTION 4. REMOVAL AND RESIGNATION

Any Director including President and Vice President who has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation may be removed by the general Assembly of members, at any time upon petitioning by at least one-third of basic members. The meeting notice shall be sent out by the Board within 10 days upon receiving such request. The meeting of General Assembly of members shall be held within 30 days thereafter. The removal is approved with over two thirds of Basic members present at the meeting of General Assembly of members.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Director shall be filled by the Alternate Directors. In the event that an Alternate Directors are not available, such vacancy shall be appointed by the President, subject to a vote of majority of the remaining Board members, to serve the balance of the term until such time as the General Assembly of Members shall fill the vacancy.

SECTION 6. COMPENSATION

Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8. REGULAR MEETINGS

The Board of Directors may hold regular meetings at such time and place as the Board may fix from time to time.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President, the Secretary General, or, by a vote of majority of the Board members, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. QUORUM FOR MEETINGS

A quorum shall consist of majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 11. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 12. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by Vice President, or by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary General of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by �Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 13. NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 15. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 6: OFFICERS
SECTION 1. DESIGNATION OF OFFICERS

The officers of the corporation shall be a President, a Vice President, a Secretary General and a Treasurer. The corporation may also have a Chairperson of the Board, or other officers as may be determined from time to time by the Board of Directors.

SECTION 2. QUALIFICATIONS

Besides the President and Vice President, whose qualifications are specified in Section 2 of Article 5, any member of this corporation may serve as an officer.

SECTION 3. TERM OF OFFICE

The term of the officers is one year unless specified by the Board of Directors.

SECTION 4. REMOVAL AND RESIGNATION

President and Vice President may be removed by the General Assembly of Members or proposed to be removed by the Board (see Article 5, Section 3-b) when sufficient cause exists for such removal. Other officer may be removed by the Board when sufficient cause exists for such removal. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

SECTION 6. DUTIES OF PRESIDENT

The President shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7. DUTIES OF VICE PRESIDENT

The Vice President is to perform the duties of the President described in Section 6 when the President is unavailable or becomes incapable.

SECTION 8. DUTIES OF SECRETARY GENERAL

The Secretary General shall:
1. certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date;
2. keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
3. see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
4. be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation;
5. keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased;
6. exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation; and
7. in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER

The Treasurer shall:
1. have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
2. receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;
3. disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
4. keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
5. exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefore;
6. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation;
7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and
8. in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION

Officers shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

ARTICLE 7: COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of Directors then in office, designate three or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below three the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 8: CORPORATE RECORDS, REPORTS AND SEALM

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:
1. minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
2. adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
3. a record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; and (d) a copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
ARTICLE 9: AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT
1. Subject to the power of the members of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of over two third of Basic Members present at the meeting of General Assembly of members.
2. The amendment proposal may be petitioned by at least one third of the Basic Members. After the verification of membership status and authentication of member signatures, the proposed amendment shall be notified by mail and/or electronic mail to the members within 10 business days. The special meeting of General Assembly of members should be held within 30 days after mail notification to members.
3. The Board of Directors may propose to amend the Bylaws of this corporation. The proposed amendment shall be notified by mail and/or electronic mail to the members within 10 business days. The special meeting of General Assembly of members should be held within 30 days after mail notification to members.
4. The approved amended Bylaws shall be effective immediately except the Grandfather Rules apply to the election of President and Board of Directors.
5. The Amendment shall be approved by Internal Revenue Service .and made public at SBTA-NC website and made available to Basic Members upon request.
ARTICLE 10: CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.