Overseas Young Chinese Forum Bylaw Passed on April 25, 1999 Concord, New Hampshire, USA Preamble The Overseas Young Chinese Forum (OYCF) is established for overseas young Chinese to exchange their views on social, economic, political and cultural issues concerning China and to develop common aspirations through regular discussions. These discussions emphasize the interplay of various factors affecting the current transformation in China in hope to provide reference points for policy initiatives for China's future transformation. Our purpose for organizing such activities is to educate, to learn, to exchange, and to develop. Article 1 Organization and Membership 1.1 The OYCF is a non-profit organization for people with special interests in China. It takes the form of organizing an annual retreat with a local organization, which will be the Host of the Retreat for the year. The annual retreat is the highlight of each year's activities, and serves the function of summarizing all the important topics discussed during the past year. The annual retreat also constitutes social activities for networking. 1.2 Other formats such as electronic newsletter and special workshops may be used to enhance internal communications and exchanges of views. 1.3 The OYCF is incorporated in the U.S. and subject to the relevant U.S. laws and regulations. With the consent of two-thirds majority of its members, the OYCF may dissolve according to procedures prescribed by law. 1.4 Students, scholars and professionals who are interested in the OYCF can apply to become members of the OYCF. OYCF Board of Directors reserves the right to review and reject any application for membership. Members are required to pay annual membership fee to maintain good standing. 1.5 A member may be elected Board of Directors only after being a member for at least one year. This rule does not apply to the founding members who attend the first annual retreat. Exceptions may be made with simple majority consent of the incumbent Board. 1.6 Members are not allowed to express opinions on behalf of the OYCF without the authorization of the Board of Directors or the plenary meeting of the OYCF. Violations may result in termination of membership by simple majority consent of the Board. Article 2 Board of Directors 2.1 The OYCF Board of Directors is elected by its members in good standing by plurality of secret ballots cast at the annual retreat. It must consist of a minimum of five members and a maximum of nine members. All directors serve a one-year term. A Board Member and the Chairperson may be re-elected consecutively. A Board member may be impeached by the Board and be removed with the consent of two-thirds of the OYCF members. 2.2 The Chairperson of the Board is nominated by the President and confirmed by simple majority consent of the Board members. The Chairperson cannot serve the presidency at the same time. The Chairperson is responsible for coordinating board activities, including calling for Board Meetings, preparing Board Meeting agenda and calling for vote within the Board. The Chairperson can nominate a Board member as an Acting Chairperson when he or she cannot exercise his or her duties. The nomination is subject to the simple majority consent of the Board. 2.3 The Board coordinates and supervises all the activities of the OYCF. All important policy matters of the OYCF should be decided by the Board via simple majority consent. 2.4 The OYCF Board of Directors elects the Auditor. The Auditor oversees the use of OYCF funds and serves an one-year term. The Auditor may not be a member of the Board of Directors. 2.5 Income of the OYCF comes from contributions. Those who render services to OYCF may receive such compensations for their services and such reimbursements for expenses, as may be fixed or determined by the resolution of the Board through simple majority vote. 2.6 A simple majority constitutes the quorum of the Board. Article 3 Executive Officers 3.1 The President of OYCF is elected at each annual Retreat. Each Presidency lasts one year. A President may be re-elected consecutively for at most two terms. The President is a Board Member upon election at the annual Retreat. 3.2 The President is responsible for the general management of the organization and the execution of resolutions approved by the annual retreat and by the Board. 3.3 The President may be impeached with the consent of two thirds of the Board, and may be removed with the consent of two thirds of the OYCF members who vote at a referendum. 3.4 The President may establish several executive positions to assist him or her in carrying out him or her responsibilities. The officers have to be nominated by the President and the nomination is subject to approval of the Board by simple majority consent. The officers can be dismissed by the Board of Directors by simple majority consent. Article 4 Bylaw Interpretation and Amendment 4.1 The bylaws are to be interpreted by the Board of Directors through simple majority consent. 4.2 An OYCF member in good standing can propose an amendment to the bylaw upon obtaining at least five members' signatures. The Board of Directors is then obliged to bring the issue onto the Board Meeting agenda. If two thirds of the Board Members ratify the issue, then the Board is obliged to request a vote on the proposal at the annual Retreat. It takes two thirds of the members' consent at the annual Retreat for the proposal to become a formal amendment to this Bylaw. Amendments to the Bylaws Passed on May 27, 2000 Southbury, Connecticut, USA Amendment 1: The President-elect shall be elected by all members at the annual retreat each year. The President-elect is an automatic member of the Board of Directors. The President-elect assumes the presidency one year after being elected President-elect and serves a one-year term as the President. Any terms of the Bylaws inconsistent with this Amendment is hereby abolished. Amendment 2: The Board of Directors, in its discretion, may form various committees for the purpose of better administration and management of OYCF. Any terms of the Bylaws inconsistent with this Amendment is hereby abolished. Amendment 3: The Board of Directors shall consist of an even number of members. Each director serves a two-year term. Each year, half of the incumbent directors finish their terms and their seats are open for election. Incumbent directors whose terms are ending may run for consecutive two-year terms. Any terms of the Bylaws inconsistent with this Amendment is hereby abolished. Amendment 4: When there is a tie in Board votes, the President will cast a tie-breaking vote. Any terms of the Bylaws inconsistent with this Amendment is hereby abolished Amendments to Bylaw (6/2004) Preamble As OYCF’s activities become increasingly complex and as it interacts with more and more outside groups, stability and continuity in its policy and administration calls for changes in the organizational structure of OYCF. Amendment 5: The annual retreat is renamed “annual meeting.” All Bylaw provisions previously referencing the annual retreat should now be interpreted to reference the annual meeting in its stead. Any portion of the Bylaw inconsistent with this Amendment is hereby abolished. Amendment 6: Each member of the Board serves a five (5) year renewable term, except for the first four (4) years after this Amendment enters into effect. Each year at the annual meeting, at least 1/5 of the Board is subject to term renewal. The Board may nominate candidacies for each vacancy open for election. Members may also nominate candidacies for each vacancy. The Board may require a written statement from all candidates at a reasonable time before the annual meeting for meeting attendees to review. Any portion of the Bylaw inconsistent with this Amendment is hereby abolished. Amendment 7: The Board may waive membership fee for a member to maintain good standing. Any portion of the Bylaw inconsistent with this Amendment is hereby abolished. Amendments to Bylaw (5/2005) 2005 OYCF Annual Meeting Preamble As part of a continuing effort to reform OYCF’s organizational structure, the following amendments to Bylaw are introduced at OYCF’s 2005 annual meeting. Amendment 8: The Board of Directors, having been elected by members of OYCF, designates the incoming President of OYCF, through a simple majority vote prior to the annual meeting of the year during which the incumbent President retires. New members of the Board elected at the same annual meeting do not participate in the vote for the incoming President. Likewise, the Board designates any other officers of OYCF through simple-majority consent. Any portion of the Bylaw inconsistent with this Amendment is hereby abolished. Specifically, the post of President-elect is hereby abolished. Amendment 9: Each year at the annual meeting, at least two (2) members of the Board are subject to term renewal/re-election. Any portion of the Bylaw inconsistent with this Amendment is hereby abolished. Specifically, the even number requirement of the Board referenced in Amendment 3 is hereby abolished.