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Section 1. The dues for the various
classifications of membership are to
be determined be the Board of
Directors annually.
Section 2. The fiscal year starts
from February 1 to January 31 of the
next year.
Section 3. Only Active Regular and
Life Members shall be entitled to
all rights and privileges of the
Institute.
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Section 1. Powers: Subject to the
provisions of law or any limitations
in the Articles of Incorporation or
these bylaws as to action required to
be approved by the members or by a
majority of all members, the
activities and affairs of the
corporation shall be conducted and all
corporate powers shall be exercised by
or under the direction of the Board of
Directors. The Board of Directors may
delegate the management of the
activities of the corporation to any
person or persons, management company
or committee, however composed,
provided that the activities and
affairs of the corporation shall be
managed and all corporate powers shall
be exercised under the ultimate
direction of the Board of Directors.
Members of the Board of Directors may
vote among themselves the officers of
the institute, namely the
President, Vise president, Treasurer,
and Secretary.
Section 2. Number of Directors: The
authorized number of directors of the
institution shall be thirteen (13) or
fourteen(14), in cases when 13th
director is added if directorship of
the vise-president is extended to
succeed the presidency as set forth by
Article IV of the Constitution.
Section 3. Nomination and Election of
Directors, Term:
(a) One-fourth (or as nearly as
practical thereto) of the thirteen(13)
directors to be elected annually by
the members of the Institute from the
membership shall be elected from the
members by mail ballots of the members
and shall hold office for four (4)
years and until their respective
successors are elected and have
qualified, or until their death,
resignation or removal.
(b) Subject to the provisions of law
and these bylaws, the procedures
followed in nominating and electing
directors shall be established by the
Nomination Committee. Such procedures
shall be reasonable in light of the
nature, size and operations of the
institute and shall include:
1. a reasonable means of
nominating persons for election as
directors;
2. a reasonable opportunity for a
nominee to communicate to the
members the nominee's qualifications
and the reason for the nominee's
candidacy;
3. a reasonable opportunity for all
nominees to solicit votes;and
4. a reasonable opportunity for all
members to choose among the
nominees.
Nomination committee shall propose
candidates who are representative of
the active membership of the
Institute and shall prepare the
ballots. proxy materials, and
voter's brochure to communicate each
nominee's qualifications and other
relevant information to the
membership.
Section 4. Resignations: Any
director of the corporation may
resign effective upon given written
notice to the President, the
Secretary or the Board of Directors
of the institution, the notice
specifies a later time for the
effectiveness of such resignation.
If the resignation specifies
effectiveness at a future time, a
successor may be elected from a
candidate who received the next
highest vote during the immediate
past Director Election, to take
office on the date the resignation
becomes effective. Notwithstanding
the foregoing, no director may
resign if such resignation would
leave the institution without a duly
elected director or directors in
charge of its affairs.
A director shall also be deemed to
have resigned upon willful failure
to attend two (2) consecutive
regular meetings of the Board of
Directors or more than two-third
(2/3) of the regular Executive
Meetings without written permission
for excuses from the President, in
any one year during the term of
directorship.
Section 5. Meetings: No later than
January 31 of each fiscal year at
such place determined by the
President with written notice two
(2) weeks in advance to all
Directors, the Board of Directors
shall hold a regular meeting for the
purpose of organization, appointment
of officers and transaction of other
business.
Section 6. Participation by
Telecommunication Equipment:
Directors may participate in a Board
of Directors meeting through use of
conference telephone or similar
telecommunication equipment, so long
as all directors participating in
such meeting can hear one another.
Such participation constitutes
presence in person at such meeting.
Section 7. Proxy: A written notice
with a signature is deemed a valid
proxy. A proxy with the signature
transmitted through a
telecommunication device, such as a
telefax machine, shall be acceptable
provided that the original is
submitted within two weeks.
Section 8. Special Meetings: Special
meetings of the Board of Directors
for any purpose may be called by the
President or the Vice President or
the Secretary of the institution or
any two (2) Directors.
Section 9. Notice of Meetings :
Notice of the date, time and place
of all meetings of the Board of
Directors, other than annual
meetings held pursuant to Section 6
of these bylaws, shall be delivered
personally, orally or in writing, or
by telephone, telegraph, telex , or
facsimile to each director, at least
forty-eight (48) hours before the
meeting, or sent in writing to each
director by first-class mail,
charges prepaid, at least fourteen
(14) days before the meeting.
Notices of any meeting of the Board
of Directors need not be given to
any director who signs a waiver of
notice of such meeting, or a consent
to holding the meeting or an
approval of the minutes thereof,
either before or after the meeting,
or who attends the meetings without
protesting prior thereto or at its
commencement such director's lack of
notice. All such waivers, consents
and approvals shall be filled with
the corporate records of made a part
of the minutes of the meeting.
Section 10. Place of
Meetings:Meetings of the Board of
Directors may be held at a place
determined by the President with
inputs from the Board of Directors.
Section 11. Action by Written
Consent without a Meeting: Any
action required or permitted to be
taken by the Board of Directors may
be taken without a meeting if all
directors individually or
collectively consent in writing to
such action. Such written consent or
consents shall be filed with the
minutes of the proceedings of the
Board of Directors. Such action by
written consent shall have the same
force and efforts as a unanimous
vote of such directors.
Section 12. Quorum and Transaction
of Business: A majority of the
authorized number of directors shall
constitute a quorum for the
transaction of business. Every act
or decision done or made by a
majority of the directors present at
a vote duly held at which a quorum
is present shall be the act of the
Board of Directors, unless the law,
the Articles of Incorporation or
these bylaws specifically require a
greater number. A meeting at which a
quorum is initially present may
continue to transact business,
notwithstanding withdrawal of
director, if any action taken is
approved by at least a majority of
the number of directors constituting
a quorum for such meeting. In the
absence of a quorum at any meeting
of the Board of Directors, a
majority of the directors present
may adjourn the meeting.
Section 13. Adjournment: Any meeting
of the Board of Directors, whether
or not a quorum is present, may be
adjourned to another time and place
by the affirmative vote of a
majority of the directors present.
If the meeting is adjourned for more
than twenty-four (24) hours, notice
of such adjournment to another time
or place shall be given prior to the
adjourned meeting to the directors
who were not present at the time of
the adjournment.
Section 14. Organization: The
President shall preside at every
meeting of the Board of Directors.
In the absence of the President, a
chairman chosen by a majority of the
directors shall act as chairman. The
Secretary of the institution or, in
the absence of the secretary, any
person appointed by the chairman
shall act as secretary of the
meeting.
Section 15. Financial
Responsibilities: The Board of
Directors shall have the authority
to audit the books of the
institution. The Board of Directors
shall make sure that the treasurer
has filled the Institution Tax
return promptly and correctly. The
Board of Directors shall decide the
amount of dues to be collected
annually from the membership and the
corporate members.
Section 16. National Council: The
Board of Directors may, by
resolution adopted by a majority of
the directors then in office,
provided a quorum is present,
appoint annual delegates to a
National Council of the Chinese
Institute of Engineers-U.S.A, a
delegation consisting of the
President, the Vice President and
additional delegates to be selected
in the alternate order of Directors
and Advisory Council Members by the
Board of Directors. Each delegate to
the National Council shall serve a
term of one (1) year and can only be
reappointed once, excluding the term
the member serves as the President
and/or the Vice President of the
Institute. Any such delegates to the
National Council shall have
authority to act in the manner and
to the extent provided in the
resolution of the Board of
Directors.
Section 17. Removal : The Board of
Directors may declare vacant the
office of a director who has been
declared of unsound mind by a final
order of court, or convicted of a
felony, or who has been found by a
final order or judgment of any court
to have breached any duty.
The entire Board of Directors or any
individual directors or any
individual directors may be removed
from office without cause:
(a) if the institute has fewer than
fifty (50) members ,by the
affirmative vote or written ballot
of a majority of the members
entitled to vote for such removal;or
(b) if the Institute has fifty (50)
or more members, by the affirmative
vote or written ballot of a majority
of the members represented and
voting at a duly held meeting at
which a quorum is present (which
affirmative vote also constitute a
majority of the required quorum.)
Section 18 Special Meeting and Task
Forces: The Board of Directors shall
have the authorities to appointed
Committees for Special Meeting and
task forces such as outside
technical seminars, representative
to outside meetings, and joint
meetings with outside organizations,
etc.
Section 19. Removal of Advisory
Council Members: The Board of
Directors shall have the authority
to evaluate the performance of
Advisory Council and its elected
members. In case of misconduct of
the elected AC Member and with
two-thirds (2/3) of the Director
votes, the Board of Directors shall
notify the general membership and
remove such AC Members from the
office.
Section 20. Removal of Officers: In
case of misconduct of an elected
officer and with two-thirds (2/3) of
the director votes, the Board of
Directors shall remove such officers
from the office and notify the
general Membership.
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Section 1. Number: The officers of
the Institute shall consist of a
President, a Vice-President, a
Treasurer, and a Secretory. Officers
shall be required to be members of
the Board of Directors.
Section 2. Terms of Officer: All
officers shall serve for one year.
The Vice-President shall be
designated to succeed presidency
with automatic extension of his/her
directorship, if necessary, to
complete term of the expected
presidency. The Treasurer and the
Secretary may be re-elected to the
same office.
Section 3. Qualifications of the
Vice-President: All candidates for
Vice Presidency must meet the
following criteria:
- have served at least one year of
the current term of directorship,
and
- have served as officers, or
nominated by the Nomination
Committee with majority votes.
Section 4. Duties of the President:
(1) Be the chairman of the Execution
Committee, (2) Conduct meetings of
the Executive Committee, (3) Oversee
that the responsibilities of the
Working Committees are discharged
with the assigned target dates, (4)
Be a member of the Award Committee,
(5) Be the chairman of the
Nomination Committee, (6) Cast a
tie-breaker vote at all meetings, if
necessary, (7) Together with the
Secretary, sign all agreements and
contracts made by the Institute,
with approval of the Board of
Directors, (8) Responsible to
maintain the financial stability of
the Institute, and (9) Approve and
co-sign institutional payments
exceeding two thousand dollars
($2000).
Section 5. Duties of the Vice
President: (1) Assist the President,
(2) Discharge the duties of the
President if the President is not
able to perform his duties in
person.
Section 6. Duties of the Treasurer:
(1) keep account of income and
expenditures, (2) Submit monthly
report to the Executive Committee
about the financial status, (3)
Submit an annual summary report at
the end for the year, (4) To
coordinate with the Membership
Committee in collecting dues, (5)
Prepare and file the annual tax
returns for the Institute, (6) Open
an account with the approval from
the Board of Directors; The
President and the Treasurer are
authorized to sign checks;(7) For
payments more than two thousand
dollars ( $2000 ), two authorized
signatures are required. In case of
necessity, the President's approval
may be in a memorandum transmitted
by mail or by facsimile.
Section 7. Duties of the Secretary:
(1) Sent notice of meetings, (2)
Keep minutes of meetings, (3) keep
files for the Institute, (4) Handle
routine correspondence, (5) Submit
to the Executive Committee for
discussion any special situation
arising from incoming
correspondence, (6) Safe-keep the
Institute seal, (7) Notify the bank
of the change of authorized
signatures after the election of new
officers, (8) Write a summary report
at the end of the year.
Section 8. Budget Control Guideline:
- Annual Budget Report- The annual
budget report shall be prepared by
the President within three months
since he/she has taken the office.
- Executive Fund - The amount of
executive fund allocated to the
President shall be no more than 10%
of the total annual budget.
- All expenses must be confirmed
with vouchers or receipts.
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Section 1. The working committees
of the Institute shall be Executive
Committee, Membership Committee,
Student Chapter Committee,
Fund-Raising Committee, Public
Relations Committee, Publication
Committee, Convention Committee,
Award Committee, Scholarship
Committee, and Nominating Committee.
Section 2. Executive Committee: The
executive Committee shall consist of
all members of the Board of the
Directors and members of the
Institution as appointed by the
President. The total membership
shall be between 16 to 25. The
President shall be the Chairman of
this Committee. The duties of the
Committee shall be to supervise and
coordinate all Institutional
operations, and to organize all
working committees named in Section
1 for the smooth operation of the
Institute. The Executive Committee
shall hold monthly meetings in which
progress and status of all working
committee shall be discussed. The
first Executive Committee shall
convene in January of each year.
Section 3. Membership Committee: The
Membership Committee shall have a
minimum of three members. The
Chairman of the Committee shall be
appointed by the President based on
the recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman.
The duties of the Committee shall be
(1) to recruit and approve new
members of all grades: regular,
life, student and corporate members,
(2) to maintain an up-to-date
membership roster, and (3) to
collect membership dues.
Section 4. Student Chapter
Committee: The Student Chapter
Committee shall have a minimum of
three members. The Chairman of the
Committee shall be appointed by the
President based on the
recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman.
The duties of the Committee shall be
to enforce ground rules for the
establishment and operation of
Student Chapters, and to make
quarterly reports on their
activities to the Executive
Committee.
Section 5. Fund-Raising Committee:
The Fund-Raising Committee shall
have a minimum of three members. The
Chairman of the Committee shall be
appointed by the President based on
the recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman.
The duties of the Fund-Raising
Committee shall be to raise funds
for expenses incurred in activities
of the Institute.
Section 6. Public Relations
Committee: The Public Relations
Committee shall have 3 to 5
members.The Chairman of the
Committee shall be appointed by the
President based on the
recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman.
The duties of the Public Relation
Committee shall be (1) to release
news to the media and (2) to handle
the public image aspect of the
Institute.
Section 7. Publication Committee:
The publication Committee shall
consist of 3 to 5 members.The
Chairman of the Committee shall be
appointed by the President based on
the recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman.
The main duties of the Publication
Committee shall be to publish the
CIE Communication.
Section 8. Convention Committee: The
Chairman and/or Co-chairman of the
Convention Committee shall be
appointed by the President based on
the recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman
and/or Co-chairman. The number
member of this Committee shall be as
many as the activities warrant. The
Chairman and/or Co-chairman shall
appointed Chairman of the following
sub-committee; Technical Session,
Program, Ticket, Registration,
Journal, Advertisement and Spouse's
Activities. The duties of the
Convention Committee shall be to
plan and carry out the Annual
Convention,
Section 9. Award Committee: The
Award Committee shall consist of
four members. The Chairman of the
Committee shall be appointed by the
President based on the
recommendations of the Executive
Committee. The President of the
Institute shall be a member of this
Committee. Two additional members
shall be appointed by the Chairman
based on the recommendation of the
Executive Committee. The duties of
the Award Committee shall be to seek
out worthy individuals for the
following awards: (1) CIE
Distinguished Service Award: To
those Chinese Engineers and
Scientists who have contributed to
the general well-being of a nation
or a community. (2) CIE Achievement
Award: To outstanding engineers and
scientists of Chinese origin who
have made significant contributions
in a technical field. (3) Institute
Service Award: To those who have
made significant contributions to
the causes of the Institute.
Section 10. Scholarship Committee:
Scholarship Committee shall have a
minimum of three members. The
Chairman of the Committee shall be
appointed by the President based on
the recommendations of the Executive
Committee. Members of this Committee
shall be appointed by the Chairman,
and they shall not be restricted to
the members of the Institute. The
duties of the Scholarship Committee
shall be to solicit contributions to
the Scholarship Fund and to seek
worthy engineering student of
Chinese ancestry as recipients of
these awards.
Section 11. Nomination Committee:
All candidates for offices and
directors are to be nominated by the
Nomination Committee which shall
consist of President,
Vice-President, a senior director
(who has served on the board for at
least one year.to be appointed by
the President), and two AC members
(to be appointed by the President).
Every candidate must be first
proposed to the Committee with the
endorsement of two directors of the
board. The committee is responsible
for screening all candidates and
preparing ballots for elections.
Section 12. The Chairman of each
committee shall submit to the
President a summary report on the
progress and achievement of the
committee by the end for the fiscal
year.
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Section 1. Advisory Council (AC)
shall hold a meeting at least once a
year.
Section 2. Special meetings may be
called by the AC chairman by a
written notice at least two weeks in
advance.
Section 3. AC shall evaluate or
monitor present and future programs,
and issue an annual report to the
Executive Committee with prior
approval of at least two-thirds
(2/3) votes from the AC, (i.e,eight
or more AC member's approval).
Section 4. The Secretary of the AC
shall issue the notice of meetings,
its agenda and minutes. He/she shall
be the Acting Chairperson in the
absence of the Chairman.
Section 5. AC shall assist the
Institute's effort of long term fund
raising and shall audit the
Institute's permanent funds
including foundation funds and dues
of life membership.
Section 6. Up to ten (10) active
past Presidents of the AC shall be
elected among the Presidents
annually. The election shall held
concurrently with the Institute's
annual Director Election.
With the exception of current
officers of the Institute, AC
members shall not concurrently serve
on the Board of Directors.
Section 7. AC shall be entrusted
with the constitutional authority to
evaluate the performance of the
current administration by issuing an
annual report to the Executive
Committee.
Section 8. In case of serious
misconduct of the administration,
the AC, with two-thirds (2/3) votes,
may recommend to the Board of
Directors a report to dissolve the
current administration and call for
an election of the officers by the
Board of Directors.
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Section 1. A petition for the
granting of the establishment of a
student chapter shall be
communicated in writing to the
President or Secretary of the
Institute who, in turn shall refer
it to the Executive Committee for
consideration at monthly meeting.
A student chapter can be established
with a minimum of 20 student
members, and a student group can be
formed with a minimum of 10 student
members.
Section 2. An approval of the
establishment of a student chapter
shall be by a majority vote of
members of the Executive Committee.
Section 3. A local or student
chapter may be revoked by
two-thirds(2/3) votes of members of
the Executive Committee following a
thorough investigation of the
student chapter in question for the
fact of failing to comply with the
Constitution and/or By-Laws of the
Institute.
Section 4. The President has the
authority to issue a certificate of
approval for or notification of the
establishment of the student chapter
after the resolution of the
Executive Committee.
Section 5. Each student chapter can
adopt its own local by-laws for the
conduct of its affairs, provided
such are not in conflict with the
Constitution and By-Laws of the
Institute.
Section 6. The activities of each
student chapter shall be
administered by its elected
officers. The officers shall consist
of President, Vice President,
Secretary, Treasurer and other
Committee Chairman of the student
chapters. A list of these officers
shall be field with the secretary of
the Institute and the Chairman of
Student Chapters Committee.
One elected person shall be
responsible for the activities of a
student group, officers are not
necessary due to limited number of
student members.
Section 7. Each student chapter
shall report to the Student Chapter
Committee on the following items:
1. Updated monthly student
chapter membership roster.
2. Preparing budget for the
reimbursement of expenses of student
chapters.
Section 8. Ground rules for the
establishment and operation of student
chapters:
1. Student chapter
membership applications must be
reviewed and approved by the
Executive Committee.
2. Membership dues of all student
chapters must be submitted to the
Treasurer.
3. Any fund- raising activities
initiated by the student chapters
must be coordinated with the
Treasurer and the Fund-Raising
Committee.
4.Student chapters may request of
the Executive Committee limited
reimbursement of operating expenses.
5. Activities of student chapters
are limited to regular and/or annual
meetings devoted to purse the
advancement of engineering and
science as elaborated in the
Constitution of the Institute. At no
time shall the officers of the
student chapters negotiate official
matters on behalf of the Institute
without the written consent of the
President and/or approval of the
Executive Committee.
6. Any printed matters published by
the student chapters shall be
designated in terms of the local
region within which the Chapter is
organized.
7. Each student chapter shall submit
a fiscal report at the end of a
fiscal year to the Chairman of the
Student Chapter Committee.
8. Chairman of the Student Chapter
Committee of the headquarters should
be kept informed by the student
chapter in all activities.
Section 9. A student chapter may be
revoked at any time if any one or more
of the foregoing ground rules are
violated. This action may be taken by
the Executive Committee upon
recommendation of the President.
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Section 1. Currently, there is no
permanent headquarters of this
Institutes.
Section 2. The location of the
operating headquarters may be the
same as the location of the
President in office.
Section 1. National Council members
from the Institute shall include the
current and Vice President of the
Institute and additional delegates
to be individually selected by the
Board of Director form, in the
alternate order of, the Board of
Directors and the AC members.
Section 2. Council Members from the
Institute shall serve an one-year
term and shall serve no more than
two terms if re-elected, excluding
the term the member serves as the
President and/or the Vice President
of the Institute. The election of
Council Members shall held late each
fiscal year after the election of
Institute's officers.
Section 3. Council Members from GNYC
are fully authorized to represent
GNYC in all operational matters of
the National Council. However, any
legislative decisions (regarding
Constitutions/By-Laws) shall be
discussed at Executive Committee and
approved by the Board. Council
Members shall keep the Board and the
Executive Committee informed of the
council's activities and decisions.
The GNYC President shall be the
spokesman for the GNYC delegation at
the National Council.
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Section 1. To accomplish these
purpose of the Institute, the
Institute shall maintain a
well-balanced program of activities
to inform its members of
developments in science, technology
and engineering and to appraise the
value of these developments.
At the request of the National
Council and with the approval of the
Board of Directors, a National
Convention may be sponsored by this
Institute.
Upon dissolution of the Institute,
the Board of Directors shall, after
paying or making provision for the
payment of all the liabilities of
the Institute, act upon the
following two choices:
1. dispose of the remaining assets
of the Institute exclusively for one
or more exempt purpose, within the
meaning of Section 501 (c)(3) of the
Internal Revenue Code of 1954 (or
the corresponding provision of any
future Federal tax code);or
2. distribute the same to the
Federal government, or to a state or
local government, for a public
purpose. Any such assets not so
disposed of shall be disposed of by
order of Supreme Court of the State
of New Jersey in the judicial
district where the principal office
of the Institute is than located,
exclusively for such purposes, or to
such organizations, organized and
operated exclusively for such
purposes, as said Court shall
determine
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