CBAA Bylaw

ARTICLE I - NAME

The name of this association shall be the Chinese Business Association of Atlanta, Inc., a nonprofit corporation, incorporated in the state of Georgia (the “Association”).

ARTICLE II – OBJECTIVES AND MISSIONS

The objectives and missions of the Association shall be:

SECTION 1. To promote the common interests of Chinese Americans and others starting and doing business in the U.S.

SECTION 2. To increase and enhance business opportunities and networking among Members of the Association through business meetings, seminars, and information exchange.

SECTION 3. To help strengthen relationships between the U.S. and China and other areas through economic, technology and cultural exchanges.

SECTION 4. To promote Chinese culture in the metro Atlanta area.

SECTION 5. To provide an environment for the Members of the Association to network, socialize, collaborate, cooperate and build friendships with and among each other.

ARTICLE III - MEMBERSHIP

SECTION 1. Members. Any individual who supports the objectives of the Association and agrees to be bound by the provisions of these Bylaws may become a member of the Association (a “Member”) by submitting to the Association an application in writing and the appropriate membership fee as determined by the board of directors of the Association (the “Board” or “Board of Directors”). All Members shall be entitled to such benefits as the Board of Directors shall determine. Each Member shall be entitled to one vote on each matter that requires the approval of the Members.

SECTION 2. Term of Membership.

(a) All Memberships shall become effective upon the receipt by the Association of a properly completed membership application and the appropriate membership fee as determined by the Board of Directors and shall expire as of the following annual meeting of the Members, unless such Member renews its membership at or prior to such annual meeting by submitting to the Association the applicable membership fee.

(b) The Board of Directors may suspend or terminate a Member’s Membership for failure to pay dues and fees owed to the Association or for materially violating any provisions of these Bylaws or any applicable federal, state or local laws. Prior to any such suspension or termination, the Board of Directors shall provide the Member involved an opportunity to pay the dues and fees owed or to defend itself against any alleged violation.

ARTICLE IV – MEMBERSHIP FEES

SECTION 1. Membership fees shall be at rates established by the Board of Directors.

ARTICLE V - MEETINGS

SECTION 1. The Association shall hold an annual meeting of the Members in January or February of each year. The Board of Directors shall notify all Members of the date, time and location of the annual meeting at least fifteen (15) days prior to the annual meeting.

SECTION 2. At the annual meeting, the President shall present to the Members a report of the activities of the Association for the previous year, and the Treasurer shall present to the Members a financial report for the previous year.

SECTION 3. The Association may hold such other meetings at any time as may be deemed appropriate by the Board of Directors or upon the request of one-fifth of all Members. Any Member shall, upon written request delivered to the Board of Directors, specifying the reasons for such request relating to such Member’s interest in the Association, be entitled to receive a current list of all Members of the Association. Such membership list may be used only for legitimate purposes relating to such Member’s interest in the Association. Any use of such membership list in violation of this provision may be cause for suspension or termination of such Member’s Membership Interest. Notice of any special meeting shall be given to all Members at least fifteen (15) days prior to such special meeting, specifying the purposes of such special meeting.

SECTION 4. One half of the entire membership shall constitute a quorum for the transaction of any business by the Members at any meeting of the Members. Unless otherwise set forth herein, two-thirds of all votes cast at a meeting of the Members, in person or by proxy, shall determine the action of the Members.

SECTION 5. Any Member may vote on any election or other matters requiring Members’ approval by written proxy statement established by the Board of Directors. Any Member voting by proxy shall deliver a properly executed written proxy statement, designating another Member (the “Proxy”) to vote on such designating Member’s behalf. Such written proxy statement shall be delivered to the Board through the Proxy at any meeting of the Members prior to the beginning of any business at such meeting of the Members. If a Member delivers a written proxy statement to the Board of Directors and attends and votes at such meeting, any vote cast in person at such meeting shall override the vote cast by the Proxy.

SECTION 6. Duties and Privileges of Members. All Members shall:

1. 1. submit their membership fee as provided in these Bylaws;

2. 2. update their relevant information in the records of the Association when such information changes;

3. 3. refrain from intentionally doing any act that may potentially be adverse to the interest and reputation of the Association;

4. 4. have the right to participate in any and all activities open to all Members organized by the directors and officers of the Association;

5. 5. have the right to vote on the election of members of the Board of Directors (each, a “Director”) and other matters as provided by these Bylaws;

6. 6. have the right to nominate, or to be nominated as, a candidate for all elections of the Association; and

7. 7. have the privilege to submit suggestions to the Association.

8. 8. have the right to criticize and complain about the management and operation of the Association and decisions made by the Board of Directors in writing to the Board of Directors and/or in an established forum opening to all CBAA members.

9. 9. have the right to inquire and access the records of the Association as provided by applicable law.

ARTICLE VI - OFFICERS AND DUTIES

SECTION 1. The Association shall have a President, such Vice Presidents as the Board of Directors shall determine, a Treasurer, a Secretary, and such other officers as the Board of Directors shall deem necessary and appropriate.

SECTION 2. All officers of the Association must be Directors. All officers shall be appointed for terms of two years and shall serve until their successor is appointed. All officers other than the President shall be nominated by the President. A nominee must be approved by the majority of the entire Board to become an officer of the Association.

SECTION 3. The President shall be the chief elected official of the Association. The President shall preside at all of its meetings. The President shall have the authority and responsibility for the day-to-day operations, administration, and management of the Association. The President shall have such other authority and responsibility prescribed by the Board of Directors from time to time. The President shall report and discuss any and all important action plans and outcomes during Board meetings as deemed necessary by the Board of Directors. A President may serve in such capacity for no more than two terms consecutively. No former president may be appointed as president unless at least a period of four years has passed since such former president last served in that capacity.

SECTION 4. The Vice Presidents shall have such duties as may be assigned by the

Board of Directors or the President.

SECTION 5. The Treasurer shall be responsible for maintaining the financial records of all funds of the Association; and shall be responsible for the collection of membership fees and other receipts of the Association; and shall also be authorized to sign checks on behalf of the Association for those expenditures duly authorized by the Board or Association.

SECTION 6. The Secretary shall be responsible for maintaining the membership records, minutes of all business meetings of the Directors or the Members and shall be responsible for all notices to Members.

SECTION 7. The other officers of the Association shall have such duties as may be assigned by the Board of Directors or the President.

SECTION 8. In case of death, resignation, removal or disability of any officer, a successor may be chosen for the balance of the current year by the Board of Directors. In the case of a vacancy in the office of the President, the Vice President with the longest seniority in such position shall automatically become the President and serve in such position until the following annual meeting of the Members.

SECTION 9. At the proposal of at least three Directors, any officer of the Association other than the President may be removed from his or her position as an officer with or without cause if more than half of the Directors of the entire Board voted affirmatively for such removal. At the proposal of at least three Directors, the President may be removed from his or her position as the President of the Association with or without cause if more than two-thirds of the Directors of the entire Board voted affirmatively for such removal. Any removal from office as provided in this section shall not affect such individual’s position as a Director of the Association.

ARTICLE VII - BOARD OF DIRECTORS

SECTION 1. The governing body of this Association shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Association shall actively pursue the objectives of the Association and shall supervise the use of its funds. The Board of Directors may adopt such rules and regulations for the conduct of the business of the Association as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to any committee of the Board established as provided herein.

SECTION 2. The Board of Directors shall consist of not less than nine nor more than fifteen Directors. The current Board of Directors shall determine the specific number of Directors for the next Board, provided that the number of Directors for the next Board may be increased or decreased by no more than two (2) numbers.

SECTION 3. Immediately upon leaving office, the outgoing President shall automatically become a Director for one term. Other Directors shall be elected in the manner described in Articles IX and shall serve for a term of two years, except as set forth hereinbelow. The Directors shall serve staggered terms so that roughly one half of the Directors complete their terms each year. In the event that the number of openings in the Board of Directors available for election at any annual meeting of the Members is more than one half of the total number of the entire Board (as increased or decreased, if applicable) plus one, then for the purpose of preserving a staggered Board, the Directors who received the highest votes in the election constituting one half of the total number of the entire Board (as increased or decreased, if applicable) shall serve for a term of two years, and the other Directors elected at such election shall serve for a term of one year.

SECTION 4. A majority of the Board of Directors shall constitute a quorum for the transaction of business. The affirmative vote of the majority of the Directors present at a meeting of the Board of Directors shall constitute the action of the Board.

SECTION 5. Meetings of the Board of Directors may be called by the President, and notice of such meetings shall be given to each director at least one week before the time appointed for such meetings. The President shall, at the request in writing of three Directors, call a special meeting of the Board of Directors. Adequate notice of such meetings, specifying the purpose of such meetings, shall be given to each Director before the time appointed for such meetings.

SECTION 6. The Board of Directors may take any action by written consent signed by the majority of the entire Board. The Board of Directors may also conduct telephonic meetings whereby all Directors participating in the meeting may hear and speak to each other simultaneously. Participation in the meeting by such means shall constitute presence in person at the meeting.

SECTION 7. In the case of death, resignation, removal or disability of a Director, the remaining Directors shall appoint an Individual Member who satisfies the criteria set forth in Article IX to fill such vacancy and such Member shall serve as a Director until the next annual meeting of the Members.

SECTION 8. The Board of Directors may establish one or more committees from time to time, delegating to such committees such powers and authorities as the Board of Directors deem appropriate, necessary or desirable.

SECTION 9. Any Director who, for any reason, fails to attend regular meetings of the Board of Directors for three times consecutively or for six times cumulatively during such Director’s then current two-year term shall be automatically removed from the Board of Directors unless the Board of Directors decides to retain such Director regardless of such absence from meetings.

SECTION 10. Any Director who repeatedly fails to fulfill the duties and assignments as a Director without reasons acceptable by the Board of Directors may be removed from the Board of Directors following the procedures as prescribed by the bylaws.

ARTICLE VIII - SERVICE ASSISTANCE

SECTION 1. The Board of Directors may employ or otherwise engage individuals or organizations to assist the officers and Directors in administering the activities of the Association. The President shall be responsible generally for the management and carrying out of the activities of the Association and for the implementation of the policies of the Association.

SECTION 2. Such individuals who provide services to the officers and Directors may be given such title as the Board of Directors deems appropriate.

ARTICLE IX - ELECTIONS AND VOTING

SECTION 1. Election of President: In each year in which a President’s term expires,

the succeeding President of the Association shall be appointed by the Board of Directors at the first Board meeting immediately following the annual meeting of the Members. Any Director may nominate another Director to be the President. Such nominee must be approved by the majority of the entire Board to become the President of the Association. The President shall be appointed for a term of two years and shall serve until his or her successor is appointed as provided herein. If the President is appointed at the beginning of his or her second year as a Director, the President’s term as a Director shall automatically extend for another year until the end of such President’s current term as a President.

SECTION 2. Election of Directors: The election of the Directors shall take place at the annual meeting of the Members. Any election of Directors shall be decided by a simple majority of the votes cast at the meetings of the Members either in person or by proxy.

SECTION 3. Criteria of Directors: Any Individual Member who satisfies all of the following criteria may be nominated as a candidate for the Board of Directors:

a. a. Such candidate must have been a Member for at least six months as of the date of the annual meeting of the Members at which directors are elected.

b. b. At the time of his or her nomination, such candidate must have renewed his or her membership for the upcoming year.

c. c. Such candidate shall have read the Bylaws and understood the responsibilities and duties as a Director as prescribed by the Bylaws.

SECTION 4. Nomination of Directors: Any Individual Member who satisfies the criteria set forth in Section 3 above may be nominated as a candidate for the Board of Directors:

a. The Board of Directors shall announce the call for candidates of Board of Directors and the number of openings of Board available for election to all Members at least six weeks prior to the annual meeting.

b. Any Member may nominate candidates for the Board of Directors by submitting such nomination to the Board of Directors in writing at least two weeks prior to the date of the annual meeting of the Members (the “Nomination Deadline”). If the number of nominees received by the Board of Directors by such Nomination Deadline is less than the number of openings available for election, the Nomination Deadline shall be extended until the number of nominees equals to the number of openings, or until 48 hours prior to the starting time of the annual meeting of the Members at which directors are elected.

c. If the number of nominees received by the Board of Directors by the Nomination Deadline exceeds one and one half times of the openings of the Board of Directors available for election, the Board of Directors shall choose from all nominees such number of final candidates for election that equals to approximately one and one half times of the openings of Board of Directors available for election.

SECTION 5. Election Committee. Each year prior to the annual meeting of the Members at which directors are elected, the Board of Directors shall establish an Election Committee which shall have the sole authority and responsibility to establish and implement the procedures for the election process. Only Directors who are not candidates for re-election in the upcoming annual meeting of the Members may serve on the Election Committee. The Election Committee shall consist of five Directors, or, if the number of qualified Director is less than five, the highest odd number of all such qualified Directors.

ARTICLE X – WAIVER OF NOTICE

SECTION 1. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these Bylaws to any Member or Director, a waiver thereof in writing, signed by such Member or Director entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Further, attendance at a meeting waives objection (i) to notice or defective notice of a meeting unless the Member or Director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (ii) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless such Member or Director objects to considering the matter when it is presented.

ARTICLE XI – FISCAL YEAR

SECTION 1. The fiscal year of the Association shall be the 12 months period beginning on January 1 and ending on December 31 of each year.

ARTICLE XII – TREATMENT OF FUNDS UPON DISSOLUTION

SECTION 1. The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed to the Members of the Association. Upon the dissolution of the Association, the Board of Directors, after paying or making provision for the payment of all of the liabilities of the Association, shall arrange for the distribution of the remaining assets to a scientific, educational or charitable organization; provided, however, that such organization at the time qualifies under Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code, as amended.

ARTICLE XIII - NO LIABILITY; INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. No Liability. The Association, its directors and officers shall not be liable to any of the Members for any statements, acts, errors or omissions in any reports sent out by the Association or in any action taken on behalf of the Association or the Members, whether the same shall be due to the negligence of the Association, the directors or officers; and each and every Member or those that may hereafter become Members, shall be deemed to have expressly released the Association, its directors and officers from any and all liability for such statements, errors and omissions, obligations, acts, steps, or plans entered into or undertaken by the Association on behalf of its Members.

SECTION 2. Indemnification - Each present and future director and officer, whether or not then in office, shall be indemnified by the Association against expenses actually and necessarily incurred by or imposed upon him or her (including but without being limited to judgments, costs, and counsel fees) in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a director or officer of the Association except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty for the Association. Such indemnification shall not be deemed exclusive of other rights to which such director or officer may be entitled, under any other Bylaws, agreement, a vote of the Members, or as a matter of law, or otherwise.

ARTICLE XIV - AMENDMENTS

SECTION 1. These Bylaws may be amended or repealed by a two-thirds vote of the Members voting in person or by proxy at any annual or special meeting of the Members. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of one-fifth of all Members addressed to the Board of Directors. All such proposed amendments shall be presented by the Board to the membership with or without recommendation.

ARTICLE XV – MISCELLANEOUS

SECTION 1. Effective Date. Except as provided herein, these Bylaws shall become effective upon approval and adoption by the Members. All officers and Directors in the office prior to the effective date of these Bylaws shall complete their current terms as officers and Directors.

SECTION 2. Controlling Language. These Bylaws may be translated into the Chinese language. In the event of any conflicting interpretations of the meaning of any provision between the Chinese version and the English version of such provision, the English version shall control.

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