of the Santa Barbara Chinese American Association
by membership meeting , October, 1994.
by mail ballot, August, 1996.
Chapter 1. Name
Article 1. The name of this organization shall be the Santa Barbara Chinese American Association abbreviated as SBCAA, hereinafter referred to as the ¡°association¡±.
Article 2. The SBCAA is a registered, non-profit organization with headquarters in Santa Barbara, California.
Chapter 2. Purpose
Article 3. The purposes of this association are:
Ø To publicize the contributions of Chinese American in Santa Barbara;
Ø To strengthen and perpetuate the Chinese culture, tradition, heritage, and language;
Ø To update on events and developments that are of interest and significance to the Chinese American community; and
Ø To promote social and cultural activities that will enhance the awareness and pride within the Chinese American community.
Chapter 3. Membership
Article 4. General. The membership shall be open to all who resides in the United States, at least 18 years of age, regardless of race, sex, religion, creed, color or national origin. Formal membership requires a written application.
Article 5. Categories of Membership:
Ø Regular member: person who meets the requirements as stated in Article 4 shall be eligible as regular member;
Ø Life member: regular member who donates two hundred dollars (US$ 200) or more to the association shall qualify as life member;
Ø Honorary member: upon recommendation of the Board of Directors and by a simple majority vote of a membership meeting, the association may confer honorary membership to individuals who have made outstanding achievement and/or significant contribution to the association.
Article 6. Obligations of Members:
Ø To abide by the Bylaws of the association;
Ø To pay annual regular membership dues.
Article 7. Membership Privileges:
Ø Member shall have right to vote, hold office, serve on committees and other task forces;
Ø Member shall have right to participate in all the social and cultural activities and to receive such services provided by the association.
Article 8. Termination of Membership:
Ø Resignation. A member may resign from the association by submitting a written notice to the Board of Directors;
Ø Removal. Any member may be removed with cause by a two-third vote at a membership meeting. Notice of the proposed removal shall be given with the notice of the meeting and the member involved shall first be given an opportunity to be heard at that meeting. Causes for removal shall be conduct that misrepresents or is determined to the purpose of the association;
Ø Automatic Terminations. Those who fail to pay membership dues are automatically removed.
Chapter 4. Organizations
Article 9. Membership Meeting. Membership meeting is the highest authority of the association.
Ø The responsibility of the membership meeting is to formulate and amend the bylaws of the association, as well as its related rules and regulations. The membership meeting also has power to review and approve the budget and reports submitted by members to the Board of Directors, and decide the annual dues or any special assessments;
Ø An annual membership meeting shall be held in the month of October. Special meetings may be called upon by the Board of Directors or by written request of at least twenty percent of the total membership. The meeting date and its purpose shall be mailed or announced in newsletter. Twenty percent (20%) of the total membership shall constitute a quorum.
Article 10. Board of Directors. The Board of Directors shall manage the affairs of the association, including property matters, business activities, general procedures and regulations etc. The Board shall be subject to the orders made at membership meeting, and none of its acts shall conflict with actions taken at the membership meeting.
Ø Composition. The Board shall have a number of nine directors, the President and Vice President of the association shall be elected among the Board of Directors. Number of Directors are subject to change by a majority vote at the membership meeting;
Ø Terms of Directors. The team of Directors shall be two years or until their successors are elected. Except the first year of the association, their terms shall be staggered with about half of them to be elected each year. All the Directors may serve at most two consecutive terms;
Ø Duties of the President:
a) Represents the association and serves as its spokesperson;
b) Presides over the membership meeting and meetings of the Board of Directors;
c) Performs duties and responsibilities commonly performed by the chief executive of a nonprofit organization;
d) Assign duties like secretary, treasurer, public relations, membership liaison and conducting activities for the directors.
Ø Duties of the Vice President:
a) Assists the President in monitoring and implementing all programs and activities of the association;
b) Acts as the President during the latter¡¯s absence and shall succeed to the office of the President in the event the position becomes vacant before the term if expired, and shall serve for the remainder of the term.
Ø Duties of the Secretary: the secretary shall keep a record of all proceedings and activities of the association including minutes of all the meetings; and shall perform the usual duties of such office and be subject to the directions of the Board of Directors.
Ø Duties of the Treasurer: the treasurer shall collect and disburse all funds and estates of the association based on the guidelines set forth in the annual budget as approved by the membership meeting. The Treasurer shall also keep regular accounts which at all times shall be open to inspection by the Board of Directors. The Treasurer shall give written and oral financial reports at each Board of Directors meeting and membership meeting.
Ø The rest of Directors shall share the duties such as membership service, events and activities planning, fund raising, newsletter publication etc.. These shall be decided by the meeting of the Board of Directors.
Ø Special committees. Special committees may be appointed at any time as needed by the Board of Directors. These Committees shall be given specific written authority and directions. The members of the Committee shall be filled from members of the association. Special Committees shall provide a written or an oral report to the Board of Directors at conclusion of tasks.
Ø Board Meetings. Regular board meetings shall be held every other month. Special meetings may be called by the President or upon written request of at least four members of the Board. A majority of all directors shall constitute a quorum. Resolutions may be adapted by a majority of those Directors presented.
Ø Conflict of Interest. Directors shall not participate or vote in any deliberation relating to issues and proposals in which they have a conflict of interest. A conflict of interest exists when the Director:
a) Has a material, financial interest in the issue or proposal;
b) Is a Director, Trustee, Officer or Agent of another institution directly involved in the issue or proposal;
c) Is related by blood or marriage to an individual directly affected by the issue or proposal.
Prior to the commencement of deliberation, Directors who have a conflict of interest shall disclose orally to the President that they have a conflict of interest.
Ø Eligibility for officers. All SBCAA members can be nominated and elected to be members of the Board of Directors.
Chapter 5. Miscellaneous
Article 11. Fiscal year. The fiscal year of the association shall be form January 1 to December 31.
Article 12. Amendments. Any member may initiate the process to amend the bylaws by submitting a proposed amendment
a) With a supporting statement signed by at least twenty members and/or by a two-thirds vote of the Board of Directors;
b) With a supporting statement signed by twenty percent of total members.
Proposed amendment shall be submitted to the Secretary at fifteen days or earlier prior to the Board meeting. Amendments will be adopted by a two-third vote at membership meeting.
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