THE BYLAWS 

A. Name. The name of the corporation shall be "CHINESE-AMERICAN ENGINEERS AND SCIENTISTS ASSOCIATION OF SOUTHERN CALIFORNIA", abbreviated, as CESASC. The Chinese name of this corporation shall be: 南加州中華科工學會.

B. Nature. CESASC is a non-profit, non-partisan and professional organization which shall not be involved in foreign politics.

C. Mission. CESASC, a leading Chinese-American professional organization, promotes and advocates the best interests, aspirations, and professional excellence of Chinese-American engineers and scientists in Southern California. CESASC provides career and educational enhancement opportunities, technical exchange, fellowship and community service.

D. Objectives. The objectives of CESASC shall be:

• To provide a platform for technical information exchange.

• To recognize technical and professional contributions and achievements.

• To encourage the pursuit of education in science, engineering, and technical management.

• To promote fellowship and fraternal atmosphere among fellow professionals.

• To provide services and assist members with professional needs.

Memberships in this corporation shall consist of regular, student, life and corporate members. Regular members and life members in good standing shall be entitled to vote; therefore, defined as voting members.

A member is considered in good standing if he is current in his membership due.

A. Regular members shall be limited to those who are or have interest in engineering or scientific professions and are approved by the Board of Directors.

B. Student members shall consist of those persons who are students majoring, or interested, in engineering or science and are approved by the Board of Directors.

C. Life members shall be limited to regular members in good standing who pay a lifetime membership fee.

D. Corporate members shall be limited to those companies presently interested in engineering and/or scientific business, to be approved by the Board of Directors.

E. The membership fee shall be determined by the Board.

A. The affairs of this corporation shall be administered by a Board of Directors.

The Board of Directors shall consist of a minimum of nine and a maximum of eleven members. Four (4) officers and the immediate two (2) available past Presidents shall be included in the Board. The Board shall decide every year prior to the election to determine the proper number of Board of Directors for the coming year. The Board shall have the same number of Directors if no action by the Board is taken. Non-officer Directors shall serve two year terms. Non-officer Directors will be elected per Section 13 and can serve no more than two consecutive terms. The President shall become a Director during his presidency and shall serve two more years as a Director following his presidency. When a non-officer Director vacancy exists, a Director shall be elected within thirty (30) days by the Board of Directors from the past Directors to serve out the remaining term of the vacated Directorship. Any non-officer Director vacancy known prior to the beginning of a fiscal year shall be filled by a Director to be elected in the general election.

B. One of the non-officer Directors shall be elected Chairman of the Board by the Board of Directors. The term of the Chairman of the Board shall be for one (1) year. The Chairman may be reelected, but can serve no more than two consecutive terms. A meeting for the purpose of electing the Chairman shall be called by the Chairman of the Board of the preceding year at the beginning of the fiscal year of the term. If the position of the Chairman of the Board is vacated during a fiscal year, then the President shall be the acting Chairman. Within fifteen (15) days after a full Board is reestablished, the acting Chairman shall call a meeting of the Board to elect a Chairman to serve out the remaining term.

C. The President may nominate up to six (6) Advisors for CESASC. The nominations are to be approved by the Board with a simple majority. The terms of the Advisors are the same as the President. The functions of the Advisors are to be determined by the President.

A. Power of the Board. Subject to the restrictions imposed by law, by the Articles of Incorporation, or by these Bylaws, the Board of Directors may exercise all of the following powers of the Corporation.

• To adopt or alter a common seal of the corporation.

• To make and change regulations not inconsistent with these Bylaw, for the management of the corporation’s business and affairs.

• To elect a new non-officer Director in case of vacancy occurring during a fiscal year.

• To designate the time and place of its meetings.

• To approve or disapprove committees on any subject recommended by the President.

• To select and designate such bank or trust company as they may deem advisable, an official depository of the funds of the corporation and to prescribe and order the manner in which such deposits shall be made and/or withdrawn.

• To approve or disapprove new membership applications.

• To approve or disapprove the selection of the keynote for the Annual Convention.

• To approve or disapprove achievement awards to persons who have demonstrated outstanding achievements in professional and/or technical fields which this corporation wishes to recognize.

• To approve or disapprove service awards to persons who have rendered this corporation outstanding service.

• To authorize the amount of money for scholarship fund distribution and to approve or disapprove the individuals and organizations to receive scholarship funds.
• To approve the selection of accounting firm to review or audit Corporation’s financials.

B. Compensation of Directors. Directors shall not receive any salary or compensation for their service as Directors.

The officers of this corporation shall consist of a President, Vice President, Secretary, Treasurer and such additional officers who shall be elected by the voting members. Their term of office shall be limited to one (1) year. All officers may be reelected for consecutive or separate terms. The President may be reelected, but can serve no more than two (2) consecutive terms. A term is defined as one year of service.

A. The President. The President directs and oversees the execution of the business and operations of this corporation. He shall preside at all general and officer meetings. He shall also have such other power and perform such duties as may be required by the Board of Directors. Upon establishment of committees, he shall appoint committee chairpersons to undertake specific activities.

B. The Vice President. The Vice President assists the President to establish and oversee the execution of the standing committees. He shall report to the President and the Board on the progress and issues of the standing committees. In the absence of the President, shall perform all the duties and have all the powers of the President.

C. The Secretary. The Secretary shall keep a record of the proceedings of the Board of Directors and of the operation officers. He shall keep the corporate seal. He shall serve all notices required by law or by the Bylaws of the corporation; and in case of his absence, refusal or inability to act, his duties may be performed by a non-officer Director whom the Board of Directors may appoint. He shall also be the historian of the corporation.

D. The Treasurer. The Treasurer shall prepare and keep a full set of book of accounts, showing every detail of the business and the corporation’s accounts, and all receipts and disbursements of - every name and nature, the amount of cash on hand, the amount of money owed by the corporation or owing to it, and such other information as may be, in the judgment of said Treasurer pertinent, or such as may be required by the Board of Directors. In case he is not reelected, the said Treasurer shall transfer all the accounts to the new Treasurer no later than 30 days after the new term starts. The Treasurer shall be responsible for filing federal and state taxes. In case of his absence, refusal or inability to act, his duties may be performed by a non-officer Director whom the Board of Directors may appoint.

A. Upon authorization of various committees by the Board of Directors, the President may appoint committee chairpersons to exercise duties or to perform services for the corporation.

B. Each committee shall keep regular minutes of their proceeding and report the same to the Board when required.

C. The Honors and Awards Committee, Scholarship Committee, Technical Program Committee, and Membership Committee shall be organized as Standing Committees to manage their business for continuity. Each committee shall consist of a minimum of three members with one member appointed as Chairperson by the President.

All membership fees shall be due on the first day of each fiscal year. The student membership fee shall be lower than the regular membership fee. The life members shall not be required to pay annual membership fees. The annual membership fees shall be determined by the Board of Directors. Voting members must be current in their membership due.

The Membership Committee must keep a current list of eligible voting members for the fiscal year.

A. Any member may terminate his membership at any time upon delivery by writing to the Secretary of this corporation the effective date of such resignation. No refund of the membership fee shall be made.

B. The corporation at its option, may terminate any membership except that of a Director, for any willful infraction of the Bylaw of this corporation, as the Board of Directors shall determine. Refund of prorated membership fee shall be made by the corporation.

C. Regular, student and corporate memberships shall be limited to one fiscal year during which their voting rights are recognized. Corporate members have no voting rights.

This corporation may accept gifts, legacies, donations and/or contributions in any amount and any form, upon such terms and conditions as may be decided by the Board of Directors.

A. There shall be an annual meeting of the members of this corporation, to be held in Southern California, or a place to be decided by the Board, in the last quarter of each fiscal year, or at an appropriate time as approved by the Board of Directors. Voting members are to be notified at least 30 days prior to the meeting.

B. Special meeting of the voting members of this corporation may be called by the President, by any four (4) Directors or by written request from not less than one-fifth of the voting members, and shall be held at such place as the Board of Directors may determine upon at least fifteen (15) days notice to all voting members.

C. The President shall call and preside committee meetings on a quarterly basis to establish operating goals within each committee and review progress toward the achievement of these goals.

The Nomination Committee shall consist of seven (7) voting members. The Nomination Committee shall include the Chairman of the Board, the President, and the immediate past President. Two Committee members shall be appointed by the Chairman of the Board and the remaining Committee members shall be appointed by the President. All committee members shall be selected from qualified voting members of CESASC.

The nomination of candidate for Board of Directors and officers for the ensuing year shall be made by the Nomination Committee in January of each year. The ballots of the proposed candidates shall be sent by the Board of Directors to all voting members prior to February 5th of each year and returned by February 20th of the said year for tabulating and counting. The ballots shall be counted by the Board of Directors prior to the annual meeting in a tabulation meeting which is opened to all members who desire to attend. Notice of said tabulation meeting shall be made known to the voting membership.

The Board of Directors and the officers shall be elected by the voting members. All Director candidates will compete for all vacant Director positions. The Director candidates with the greatest number of votes will fill Board of Director vacancies. The officers will be nominated and elected separately from the Board of Directors candidates, but will also be automatically be appointed as members of the Board.

A candidate must be a voting member and can be nominated in two ways:

1. A voting member may be nominated to be a candidate by the Nomination Committee, or

2. A voting member may petition to become a candidate by obtaining twenty (20) signed endorsements from the voting members.

3. Under special circumstances, a candidate may be nominated at the discretion of the Board, but a two-thirds majority vote from the Board is required.

The Nomination Committee shall set the slate of proposed Directors and officer candidates. Competition is encouraged but not required.

In the event of a tie of the number of votes for a position, the matter shall be settled by the Board of Directors.

A Director or officer can be removed if he has acted in a manner detrimental to the objectives and purposes of the corporation, violated any Section in this Bylaws including, without limitation, any misconduct in office, any misappropriation of funds or misuse, of powers or breach of his or her fiduciary duty to the corporation.

Recalls can be initiated by one of the following two methods:

(1) A simple majority of the Board of Directors may initiate recall of a ember of the Board of Directors or an officer. The initiation shall be in writing, and signed by simple majority;

(2) A minimum of one-fifth of the total voting members may initiate recall of a member of the Board of Directors or an officer. The initiation shall be in writing signed by all members who initiate the recall.

Upon receiving such a proposed recall, the Board shall take action to remove the Director or officer within thirty (30) days. The Board may either remove a Director or officer by one of two methods:

(1) The Board may distribute ballots to the voting members. The recall shall be effective after it has been ratified by at least one-fourth of the total voting members and a two-thirds majority of the returned ballots. Proxies are permitted. At least fifteen (15) but not more than thirty (30) days shall be allowed for the return of the ballots, or

(2) The Board may vote to recall the Director or officer at a Board of Director meeting. A minimum two-thirds (2/3) vote of the Board of Directors is required to remove a Director or officer.

During the recall procedures, the said member of the Board or officer may be placed under suspension at the discretion of the Board. In case the said member under suspension is an officer, an acting officer selected from the non-officer Directors shall be appointed by the Board to fulfill the duties of the officer under suspension. Upon ratification of the recall by the members, the Board shall notify all voting members with fifteen (15) days of the recall. Filling of the vacancy of the Director due to recall shall conform with procedures and regulations specified in the Bylaws.

Resignation of any officer or any Director of the corporation must be submitted in writing to the Board of Directors fifteen (15) days prior to the effective date.

In case of the resignation or termination of the President, the Vice President shall become President. In case of the resignation or termination of the Vice President, the Secretary shall become Vice President. In case of the resignation or termination of the other officers, the replacement shall be nominated by the President and approved by the Board of Directors by a simple majority votes.

A. For any meeting of the voting members of this corporation, a quorum shall consists of either (l) more than 50% of the total number of voting members if questions raised from the floor are to be voted by the membership, or (2) one-quarter of the total number of voting members if votes are taken only on agenda items-that have been published in the meeting notice to all voting members.

B. For any Board of Directors meeting, a quorum shall consist of the presence of a simple majority of the total number of Board of Directors. Absentee vote cast by a Director shall be submitted in writing. No substituted proxy is recognized.

The fiscal year of this corporation shall begin on July 1st.

A. Corporate Seal. The corporate seal of the corporation shall be in such form as the Board of Directors shall determine and shall contain the name of the corporation, the date and state of its creation and such other matters as the Board of Directors shall determine. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, etc.

B. Principal Office. The principal office shall be established and maintained in Southern California.

C. Other offices. Other offices of the corporation may be established at such place as the Board of Directors may designate or the business of the corporation may require.

D. Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the Treasurer and countersigned by the President or Vice President or by such officers as shall be determined by the Board of Directors.

E. Notice and Waiver of Notice. Whenever any notice is required by these Bylaws to be given, any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, or, any e-mail notice that the receipt of such e-mail by the mailbox provided by the person could be verified, such notices shall be deemed to have been given on the day of such mailing. Any notice required to be given under these Bylaws may be waived by the person entitled thereto. Members not entitled to vote shall not be entitled to receive notice of any meeting except as otherwise provided by statute.

F. Assent of Meeting. Any action of the majority of the Board of Directors of this corporation, although not at a regularly called meeting and the record thereof it assented to in writing by all of the other members of the Board, shall always be as valid and effective in all respects as if passed by the Board at a regular meeting.

The Bylaws Committee and any voting member may propose amendments and revisions to the Bylaws if the proposal is endorsed by at least one-tenth of all voting members. Upon receiving the proposed amendments and revisions, the Board of Directors shall within sixty (60) days distribute ballots with copies or the proposed amendments to all voting members of good standing. Amendments and revisions to the Bylaws shall come into force after they have been ratified by more than one-half of the returned ballots from all voting members.

Dissolution of this corporation shall be recommended by the Board and approved by two-thirds of all voting members. In case of dissolution of the Corporation by the membership, the Board of Directors shall have the authority to wind-up and dissolve the Corporation in accordance with the regulation set forth in Article VII of the Articles of this Corporation and applicable California laws. (The End)