Bylaws

BYLAWS OF THE EASTERN VIRGINIA CHAPTER,

ORGANIZATION OF CHINESE AMERICANS, INC. (REV 2008)

ARTICLE I. ORGANIZATION

Section I.1 The Eastern Virginia Chapter of the Organization of Chinese Americans, Inc. (hereinafter called the “Organization” or “Chapter”) shall consist of members at large, a Board of Directors (hereinafter called the “the Board”) which consists of an Executive Committee of four officers, a Director-Past President, and five (5) standing committees’ chairs, and other working committees as needed.

ARTICLE II. MEMBERSHIP

Section II.1 Membership is open to any individual residing in the Eastern Virginia region as defined in the Constitution regardless of color, sex, religion, or national origin. A member must be over eighteen years of age and must accept the objectives contained in the Constitution and the Bylaws of the Organization. Only members who are U.S. citizens or permanent residents and in good standing are eligible to vote or to hold office in the Organization..

Section II.2 The membership of the Organization shall consist of Regular Individual/Family Members (RM), Student/Senior Citizen Members (SM), Honorary Members (HM), Life Member/Honorary Chapter Life Member (LM), and Affiliate Members (AM), categorically referred to as Members unless specifically identified. Life Members are established to honor those who made one-time one thousand dollars ($1,000) membership contributions, Honorary Chapter Life Member for those who have made sustained and significant contributions to the Organization. Life Members are categorized as Regular Members (RM) and shall be duly honored and recognized at Annual Meetings when present. Selection criteria, procedures and privileges of Honorary Chapter Life Membership shall be determined by the Board.

Section II.3 All members shall be equally entitled to all privileges of the Organization as provided except that only Regular Members (RM) shall be eligible to hold national offices and to receive the OCA national magazine, IMAGE.

Section II.4 A Regular Member (RM) shall be an individual/family who subscribes to the objectives of the Organization and has paid the annual RM membership dues of the Organization as specified. An individual member shall have one vote, while a family member shall have two votes in all national and chapter affairs.

Section II.5 A Student Member shall be a student enrolled full-time in a recognized school and a Senior Citizen Member shall be of age 65 or older individual/family who subscribes to the objectives of the Organization and has paid the annual SM membership dues of the Organization as specified. SM individual/family shall have one/two vote in chapter affairs.

Section II.6 An Honorary Member (HM) shall be a person who has made a significant contribution in the field of Chinese-American affairs and/or to the Organization, approved by the Board by a two-thirds majority vote. An Honorary Member, if elevated from Regular Membership, may retain the privileges and obligations of a Regular Member

Section II.7 An Affiliate Member (AM) shall be an individual who subscribes to the objectives of the Organization and has paid the annual AM membership dues of the Organization as specified. AM shall have no voting rights.

Section II.8 Any member whose status changes, such as from a non permanent resident to a permanent resident, from a student to a non student, from an affiliate to a regular member, should report to the Secretary as well as pay the dues and attain the privileges for the new membership status.

ARTICLE III. LIABILITY AND TERMINATION OF MEMBERSHIP

Section III.1 No member shall be personally liable for any debts, liabilities and/or obligations of the Organization.

Section III.2 Any member may terminate membership at any time voluntary upon delivery of a written notice to the Secretary of the Organization. No refund of membership dues will be made.

Section III.3 Any member who flagrantly violates the Constitution and/or Bylaws of the Organization, may be expelled by the Board with a 2/3 majority vote of the members of the Board. The said member shall have the right to appeal to the Board within two (2) weeks after being notified of the action. Decision by the Board on the appeal is final.

ARTICLE IV. MEMBERSHIP DUES

Section IV.1 All members, with the exception of Life and Honorary Members, must pay their annual membership dues.

Section IV.2 Annual dues for all memberships shall be established by the Board.

ARTICLE V. BOARD OF DIRECTORS AND THEIR TERMS

Section V.1 The Board shall consist of ten (10) elected directors (hereinafter called the “Board Members”), among which, four(4) are officers to form an Executive Committee, a Director-Past-President, and five (5) are Directors without portfolio who are chairs of five (5) standing committees.

Section V.2 The Executive Committee shall consist of a President, a Vice President, a Secretary, and a Treasurer.

Section V.3 All Board Members shall be elected at the year end Annual General Membership Meeting (hereinafter called the “Annual Meeting”) by a majority vote.

Section V.4 The terms of the officers shall be one year. They may be re-elected but shall not occupy the same offices for more than three (3) consecutive years. The terms of the five (5) Directors without portfolio shall be three (3) years. Their selections should be staggered with one or two of the Directors’ term expiring annually.

All Board Members may be re-elected after one (1) year off from his/her last position.

Section V.5 No one can stay on the Executive Committee consecutively for more than six (6) years or on the Board for more than nine (9) years.

Section V.6 Only past presidents of the Chapter can serve as the Director-Past President; normally, the immediate past president is the candidate for this position.

Section V.7 All terms begin on January 1 and end December 31 in the designated year.

Section V.8 In the event of a vacancy occurring in the Office of Presidency, his/her unexpired term shall be filled by the Vice President. In case both positions of the President and the Vice President are vacant, they shall be filled by the affirmative vote of the majority of the remaining Board Members for their unexpired terms. Other vacancies on the Board shall be filled, for their unexpired terms, by the recommendation of the President and approved by the Board.

ARTICLE VI. DUTIES OF OFFICERS AND BOARD MEMBERS

Section VI.1 The President shall be responsible for the well-being of the Organization, shall represent the organization externally, shall have general supervision of all the activities of the Chapter, and shall preside at all Board and General Membership Meetings.

Section VI.2 The Vice President shall assume the presidency in the absence or disability of the President. The Vice President shall be responsible for the Annual Meeting and shall assist the President in supervising all activities of the Chapter.

Section VI.3 The Treasurer shall be responsible for all financial matters, shall keep appropriate books and prepare a written report on finances of the chapter at all board meetings, shall ensure proper order of the funds; and shall file annual tax reports to IRS. The Treasurer is authorized to issue checks and pay expenses in an amounts of five hundred dollars ($500.00) or less without a co-signature. Checks paid for expenses in amounts exceeding five hundred dollars ($500.00) must be co-signed by the President. The Treasurer is also responsible for sending membership renewal notice, and for notifying OCA Headquarter the names and addresses of the qualified Chapter membership upon receipt of membership dues. The Treasurer shall work with an auditor, appointed by the President and approved by the Board, to audit finances annually in the spring, and present a written audit report to the Board.

Section VI.4 The Secretary shall handle and keep records of all businesses and correspondence, keep minutes of all meetings, send meeting agenda and meeting minutes to Board members and advisors, and inform all members of Chapter activities, when directed by the Board.

Section VI.5 The Director-Past-President shall chair the nominating committee for the annual selection of the Board. The Director-Past President shall also chair the special Board Meeting for hearing complaints filed against any Board Member. The complaint must be made in writing, signed and dated, and submitted to The Director-Past-President.

Section VI.6 Each of the five (5) Board Members without portfolio shall chair one (1) standing committee.

Section VI.7 All members of the Board shall transact all documents to their respective successors at the end of their terms supervised by the incoming President. Records of transactions, signed and dated, shall be deposited in a central office, if one exits.

Section VI.8 All members of the Board are required to attend, in person, at least half of the regularly scheduled board meetings in a calendar year. The rest of the board meetings may be attended by proxy executed in writing by the member or a duly authorized person. Any member (RM) may be designated as the proxy.

Section VI.9 Any Board Member absent for three (3) consecutively times from the regularly scheduled board meetings without a proxy or excuse may be removed from the Board by the President.

ARTICLE VII. GOVERNMENT

Section VII.1 The Board shall establish policies for the operation of the Organization in conformance with the provisions of the Constitution and the Bylaws.

Section VII.2 The Board shall oversee the operation of the Organization, and may remove any officer or board member by a two-third majority vote of the Board, for violation of the Constitution and/or Bylaws. The said officer or board member shall have the right to appeal within two weeks after being informed.

Section VII.3 Any complaint against any Board Member concerning Chapter operations shall be brought to the President and be resolved by the Board. However, if the complaint is against member of the Executive Committee, it shall be reported to the Director-Past-President and be resolved by the Board without the Executive Committee member’s presence.

Section VII.4 An Appeal Committee of five (5) members outside of the Board shall be formed to hear the appeal of the expulsion of a member, the appeal of the removal of a Board Member, and any matter that cannot be resolved by the Board. Three (3) of the five (5) members of this committee shall be recommended by the Board, while the other two (2) members shall be recommended by the individual against whom the complaints is filed. Either side can reject the name(s) recommended by the other side. The chair of the Appeal Committee shall be elected by its members.

Section VII.5 The decision of the Appeal Committee is final.

ARTICLE VIII. MEETING AND QUORUM

Section VIII.1 In addition to the Annual Meeting, the Organization may convene additional meetings or seminars, if deemed necessary by the Board. All meeting announcements shall be in writing and distributed at least two (2) weeks in advance to the membership.

Section VIII.2 The financial condition and significant activities of the Organization shall be presented by the President and/or his/her designee(s) at the Annual Meeting.

Section VIII.3 The Membership Meeting to consider the amendment of the Constitution and/or Bylaws, and other major financial decisions, and for annual election shall have at least twenty-five (25) percent of eligible voting members present to constitute a quorum.

Section VIII.4 The Board shall hold at least one Board Meeting every two (2) months and may convene additional meetings, if necessary. Six (6) Board Members present shall constitute a quorum.

Section VIII.5 The Rules of Order, as contained in “Robert’s Rules of Order, Newly Revised,” when not inconsistent with these Bylaws, shall govern the meetings of the members and of the Board

ARTICLE IX. COMMITTEES

Section IX.1 Various standing and ad hoc committees may be established to carry out specific functions and activities. The committee chair shall present their proposals for the planned activities at the next board meeting after the committees are formed.

Section IX.2 Each standing committee shall be headed by a Board Member without portfolio. The ad hoc committee(s) and chair(s) may be recommended by any Board Member to be approved by the Board.

Section IX.3 Each ad hoc committee shall consist of members appointed by the President with the recommendation from the committee chair.

Section IX.4 Each committee chair shall be responsible for the activities recommended by the said committee and approved by the Board and shall report to the President on the progress of the committee’s activities.

Section IX.5 The term of all committees shall end with the same term of the appointing President or when the objectives have been accomplished. Such committees may be re-established, without any interruption, by the succeeding President.

Section IX.6 The five (5) standing committees are:

(1) Chapter Affairs Committee shall be in charge of citizenship, public relation, cultural and social activities of the Organization, and shall coordinate with other Chinese-American organizations and community at large on activities consistent with the main functions of the Organization.

(2) Education Committee shall be responsible for the educational programs of the Organization; shall facilitates the Youth or Young OCA-EVC Groups, and shall coordinate activities with area high schools and universities

(3) Fund-raising Committee shall be responsible for fund-raising activities, such as solicitation of business sponsorships of Organization’s functions and activities and shall coordinate with the Treasurer on financial matters.

(4) Membership Committee shall be responsible for membership recruitment and service, shall identify talents for the talent bank; and shall coordinate with the Secretary and Treasurer to maintain an updated paid membership and newsletter distribution lists.

(5) Publication Committee shall be responsible for the publication of the Organization’s Newsletter; shall coordinate with the President and other committee chairs to provide news items to OCA national magazine IMAGE and area news papers, when appropriate.

ARTICLE X. ADVISORS AND STAFF

Section X.1 To assist the Organization in financial, legal, operational or other pertinent matters, a number of Advisors and/or Staff may be appointed upon the recommendation of the President and the approval by the Board.

Section X.2 An Advisor is an honorary title and shall be offered for a three-year term to a member or nonmember who can provide advice/assistance to the Organization based on his/her expertise, knowledge or personal status. All Advisors are invited to attend all Board Meetings to contribute their advice/assistance. Three (3) immediate past-presidents automatically become Advisors of the Organization.

Section X.3 An invitation letter or a certificate, specifying their terms of appointment shall be sent to all prospective Advisors at the beginning of the year. The appointment becomes effective once the prospective Advisor accepts verbally or in writing.

Section X.4 The Organization shall have no more than ten (10) Advisors in any given year.

Section X.5 Upon the approval by the Board, a number of Staff may be employed to assist the operations of the Organization. A Staff shall perform assigned operational tasks needed in the Organization and provide reports of the tasks to the President or at the Board meetings.

Section X.6 The compensation, if any, to Staff shall be determined by the Board.

ARTICLE XI. ELECTIONS

Section XI.1 Election of new Board Members of the Organization shall be conducted at the Annual Meeting in November.

Section XI.2 The Nominating Committee shall consist of three Board Members, including the Director-Past-President and two other members without portfolio, and is responsible for producing a slate of candidates for the Organization’s Board. The chair of the Nominating Committee shall be nominated by the President and approved by the Board at least two (2) months before the Annual Meeting. To avoid conflict of interest, any committee member who is related to a candidate should be excused from discussing or voting on such candidate.

Section XI.3 Additional nominations may be submitted to the Secretary with three (3) members’ signatures one (1) month before the Annual Meeting to be included on the ballot, in addition to nomination(s) from the floor at the Annual Meeting.

ARTICLE XII. AMENDMENT

Section XII.1 Proposals to amend the Constitution and Bylaws may be made by the Board or by a petition signed by at least ten (10) Regular Members. The proposals shall be sent to all members in writing one (1) month before the Annual Meeting for voting. A special membership meeting may be held to discuss the proposed amendment before presenting at the Annual Meeting, if requested.

Section XII.2 An affirmative vote of two-thirds of all valid ballots received from voting members at Annual Meeting shall be necessary for the adoption of any amendment to the Constitution, while a majority vote is needed for amending the Bylaws.

Section XII.3 Amendments approved by the membership at the Annual Meeting shall take effect immediately after the adoption unless otherwise indicated in the amendment.

Footnotes:

• The initial Bylaws were adopted on December 1, 1990 and became effective on January 1, 1991.

• The first amendment to the Bylaws was adopted at the Annual Meeting on November 9, 1996 and went into effect on January 1, 1997.

• The Bylaws were amended at the Annual Meeting on November 9, 1996 and the amended Bylaws went into effect on January 1, 1997.

• The Bylaws were amended for the second time on November 22, 2003 and the amended went into effect on January 1, 2004.

• The Bylaws were amended for the third time on November xx, 2008 and the amended went into effect immediately.

Ming Truong Date

President