ARTICLE I. NAME

The name of this organization shall be the Organization of Chinese Americans - Central Virginia Chapter, Inc. (hereinafter referred to as thehe Chapter?. It shall be a chapter of the Organization of Chinese Americans, Inc. (hereinafter referred to as the National Organization).

ARTICLE II. JURISDICTION

The Chapter shall have a service area comprising of Central Piedmont area of Virginia. Membership in the Chapter shall be open to but not limited to individuals residing in this area.

ARTICLE III. MISSIONS AND GOALS

Section 1. The missions of the Organization and its members shall be to foster American democracy; to uphold the Constitution of the United States; to eliminate prejudices and ignorance; to enhance the image of those of Chinese and Asian Pacific Islander ancestry permanently residing in the United States in civic and national life; and to secure justice and equal opportunity and equal treatment of Chinese and other Asian Pacific Americans, as well as, all Americans regardless of race, color, sex, religion, education, physical attribute, or national origin.

Section 2. The Chapter goals shall be to:

A. Enhance the welfare of the Chinese and Asian Pacific Americans in Central Virginia and other localities where membership reside.

B. Promote and sponsor programs and activities for the attainment of the missions stated above.

C. Promote Chinese cultural heritage, the benefit of diversity, and the contribution made by Chinese and other Asian Pacific Americans in the greater Central Virginia Piedmont areas.

ARTICLE IV. APPLICABLE POLICY

Section 1. Policies of the National Organization, as stated on its Constitution, shall apply to this Chapter.

Section 2. Policies issued at the Chapter level shall be determined by the Board of Directors of the Chapter and shall be consistent with the objectives and purposes of the National Organization.

ARTICLE V. MEMBERSHIP

Section 1. Eligibility

A. Membership is open to any United States citizen or permanent resident regardless of race, color, sex, religion, education, profession or national origin.

B. A member must be over eighteen years of age and must support the Constitution of the United States.

C. A member must subscribe to the Organization's mission, its Articles of Incorporation and by-laws.

D. Members cannot be agents of or advocate the interest of any foreign government.

E. Membership is considered active when membership due is fully paid.

Section 2 Membership Entitlement

A. Members are entitled to all the rights, privileges, and benefits of the Chapter and the National Organization.

B. Members are entitled to full access to and representation by the Board of Directors and Officers of the Chapter.

C. Members are entitled to attend any and all scheduled board or subcommittee meetings, with the exception of emergency meeting or special administrative/legal hearings.

D. Members are entitled to additional benefits as established by the Board of Directors of the Chapter.

Section 3. General Membership

A. Regular Memberships (hereinafter called Members) - comprised of Individual or Family memberships. Members must meet the eligibility criteria set forth in Article V, Section 1 above. Members shall be entitled to all the rights, privileges, and benefits as set forth in Section 2 above.

B. Honorary Member -- Any United States citizen or permanent resident of U.S. who has made a significant contribution to the American society, in his/her work or profession, and/or to the Chinese and/or Asian Pacific American community, can be elected to membership by the Board of Directors of the Chapter. An Honorary Member has a lifetime membership with the National Organization and his/her annual membership dues are paid by the Chapter. Honorary member shall be entitled to all rights, privileges, and benefits set forth in Article V, Section 2.

Section 4. Associate Membership

A. Any individual or entity that does not meet the eligibility criteria set forth in Article V, Section 1 A & B, but who subscribes to the purposes and objectives of the Organization may become an Associate of the Chapter.

B. An Associate cannot be an agent of or advocating the interest of a foreign government.

C. An Associate is not entitled to the rights and privileges stated in Article V, Section 2A which includes voting rights.

D. An Associate shall pay an amount in dues set by the Board of Directors of the Chapter.

Section 5. Termination of Membership.

A. Voluntary Termination -- Any member may terminate his/her/its membership at any time upon delivery of a written notice to the Secretary of the Chapter. A member is deemed to have voluntarily terminated his/her/its membership upon failing to renew the membership with full payment for dues. In instances where voluntary resignation involves a member of the Chapter who serves on the Executive Council of the National Organization, the effective date shall be the date of acceptance by the Executive Council of the National Organization. No refund of membership dues will be made.

B. Involuntary Termination -- Any member who flagrantly violates the by-laws, policies, and/or objective of the Chapter and/or the National Organization (including deliberately involving the Organization in foreign politics) may be expelled by action of the Board of Directors of the Chapter. The said member shall have the right to appeal and a committee shall be appointed by the Board to review the case before that action is taken. Upon termination, no refund of membership dues will be made.

Section 6. Annual Membership Dues shall include dues of the Chapter and the National Organization and shall be set by Board of Directors.

ARTICLE VI. ORGANIZATION AND STRUCTURE

The organization shall consist of voting and non-voting members, Board of Directors, and designated committee(s).

Section 1. Board of Directors. The Board of Directors shall be members of good standing and shall formulate and administer the policies and programs of the Chapter. It shall consist of:

A. The officers of the Chapter;

B. Minimal five At-Large Board of Directors;

C. The immediate past president who shall serve as an Ex-Officio member

Section 2. Officers of the Chapter and Specific Duties

A. President -- The President shall be the chief executive officer and directly responsible to the Board of Directors. The President shall have the signatory authority to certify any commitment made by the organization. He/She shall be responsible and accountable for the daily operation of the Organization and see that all orders and resolutions of the Board of Directors are implemented. The President shall preside at all Board of Directors and general membership meetings, and shall act as an advisory to and a voting member of all committees. He/She shall coordinate communication with the National Organization and other Chapters, and serve as the Chapter’s representative to the National Board. The President shall have the authority to designate or appoint member to represent as his/her agent on the National Organization or to chair or be a member of a committee. The President shall perform additional duties as designated by the Board of Directors

B. Vice President ?The Vice President is the President-Elect to succeed the position of the Chapter’s President when the term of the present President expires. The VP assists the President, and in the absence, disability, death, resignation, or removal of the president, the Vice President shall preside at all meetings of the President. The Vice President is responsible for chairing the major event committee and performing additional duties assigned by the Board of Directors.

C. Secretary -- The Secretary shall attend all Board and general membership meetings; maintain a record of all proceedings and activities of the Chapter, including minutes of all meetings and correspondence; and be the custodian of all papers and records of the Chapter, except those records maintain by the Treasurer. The Secretary is authorized to call for Board meeting and set meeting agenda on behalf of the or in conference with the President. The Secretary shall be responsible for providing the National Office with quarterly updates of current membership in the Chapter. The Secretary is responsible for annual filing of State Corporation Commission Non-for-Profit status and maintaining a commercial liability insurance coverage for the Chapter.

D. Treasurer -- The Treasurer shall have custody of all Chapter funds, collect and disburse all funds of the Chapter and shall maintain all applicable accounts. The Treasurer shall prepare monthly and annual financial reports, monitor and maintain fiscal integrity, and submit recommendations for financial management strategy for Board consideration. The Treasurer shall deliver a detailed annual financial report at the Chapter’s general membership meeting and shall submit the same to the National Organization at the end of each fiscal year.

E. Public Relation (PR)/Communication Officer - The PR Officer is responsible for facilitating communication between the Chapter and its members. The PR Officer shall carry out the responsibilities of maintaining contact with news media, organizations of similar objectives in the community, and shall be the spokesperson for the Chapter in all events dealing with the aforementioned groups. Additional responsibilities of the PR Officer include compiling quarterly newsletters; disseminating information via electronic means; managing the Chapter 's web site; issuing Organization advertisement/marketing logo; and maintaining customer advertisement accounts.

F. Membership Development Officer - The Membership Officer is responsible for ensuring membership integrity and maintaining a current membership record. He/she has an important role in assisting the Chapter in generating volunteers or soliciting participants from membership pool for involvement in the Chapter's activities. The Membership Officer shall review annual membership status and member satisfaction survey, and make recommendations to the Board for membership growth and benefit. The Membership Officer is also responsible for providing to the National Organization, updated membership lists and timely submission of membership dues as requested to ensure the chapter’s voting eligibility on the National Board.

Section 3. At-Large Board - Representation and Responsibilities

A. The Directors shall promote the interest of the Chapter 's members and shall, at minimal, represent the interest of major sectors of the membership community such as the senior citizens, families, young professional/young adults, Chinese language schools, and other Chinese and Asian Pacific American community organizations or groups.

B. The role and responsibilities of the At-Large Board members are assigned by the Board of Directors and/or the President.

Section 4. Committee

B. The committee has such duties of power as may be authorized by the Board of Directors.

C. Committee Chairpersons need not be members of the Board of Directors but must be an active member of the Chapter or National Organization.

ARTICLE VII. ELECTION, APPOINTMENTS, AND TERMS

Section 1. Election

A. Members of the Board of Directors shall elect the Officers of the Organization. Elections of the Officers shall receive endorsement from members at the General Membership meeting.

B. The Election of the Officers must take place no less than one and one-half month before the end of the fiscal year.

C. There shall be an annual election for the vacant seat(s) on the At-Large Board of Directors. The President shall appoint a Nominating Committee to conduct the nomination and present the slate.

1. Nomination slate for the At-Large Board member shall be prepared and ballots distributed to eligible members, no later than one and one half months before the end of the Organization fiscal year.

2. Election shall be conducted at the Organization's General Membership Meeting (normally taken place at the beginning of the new fiscal year).

3. Organization members shall elect the At-Large Board members at the beginning of the fiscal year. Election shall be by majority vote of eligible members.

Section 2. Terms

A. President and Vice-President (President-Elect) shall serve a one-year term and may run for self-succession for one additional term year. The President and VP are prohibited from serving more than two consecutive terms.

B. All Other Officers shall serve a two-year term and may not serve more than two consecutive terms.

C. The Director-at-Large shall serve a two-year term and can be re-elected for additional consecutive terms.

ARTICLE VIII. MEETINGS

Section 1. There shall be a minimum of one general membership meeting in a fiscal year. Presence of 30% of total eligible voting membership shall constitute a quorum during a General Membership Meeting. This quorum stipulation does not apply to At-Large Board member election (see Article VII, Part D) and By-laws changes or approval (see ArticleXI).

Section 2. There shall be a minimum of four meetings of the Board of Directors in a fiscal year. A simple majority of the Board of Directors present at a meeting shall constitute a quorum.

Section 3. The information on the Board of Directors meetings shall be made available to the Chapter members at a timely manner (preferably no later than one week prior to the meeting). The exception applies to conditions set forth in Article V, Section 2C.

ARTICLE IX. FISCAL MANAGEMENT

Section 1. The fiscal year of the Chapter shall be January 1 through December 31.

Section 2. Dues of the Chapter shall be determined by the Board of Directors and shall include the National dues and chapter surcharge.

Section 3. The Chapter shall collect both national and local dues from its members. The Chapter shall forward the national dues, accompanied by its roll of paid members to the Treasurer of the National Organization at the time determined by the National Board. The Treasurer of the Chapter shall submit an annual report to the National Organization at the end of each fiscal year.

Section 4. The President, Treasurer, and the Secretary of the Chapter shall have signatory authority for all checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Chapter.

Section 5. The Chapter is incorporated as an Internal Revenue Services recognized 501(c)(3) corporation by default with its parent organization, the Organization of Chinese Americans, Incorporated and is registered with the Commonwealth of Virginia State Corporation Commission as a Non-for-Profit organization.

ARTICLE X. LIABILITIES

Section 1. No member of the Organization shall be personally liable for any debt, liabilities and/or obligation of the Chapter as a result of normal business operation. This protection is afforded to the Chapter as an incorporated non-for-profit corporation.

Section 2. The Chapter is a holder of a commercial liability insurance coverage and its presiding officers and Board of Directors are expected to understand the parameters of the liability coverage in the operation of the Chapter.

Section 3. The articles set forth in Article X, Sections 1 and 2, do not relieve an individual member, a member of the Board of Directors, or Board appointees from personal liability, if the liability is a result of gross negligence; deliberate misrepresentation; fraud; criminal act; flagrant violation of the Chapter 's policy, by-laws, or liability insurance coverage by a member while conducting the business of the Chapter or with authorized use of the Chapter 's name.

Section 4. The articles set forth in Article X, Sections 1 and 2, do not relieve an individual member, a member of the Board of Directors, or Board appointees from personal liability, if the liability is a result of an unauthorized conduct or unauthorized use of the Chapter 's name or fund.

Section 5. This Chapter shall, under the laws of Commonwealth of Virginia, pursue all financial, legal, and/or administrative remedies against a member, a member of the Board of Directors, or a Board appointees, whose conduct resulted in the liability for the Chapter, in order to protect its interests and name.

ARTICLE XI. AMENDMENT

These By-laws may be amended, altered or repealed by a 2/3 vote of the entire membership at a duly announced general membership meeting. Such amendments or modifications shall be reported to the National Organization and shall be subject to approval of the National Board prior to becoming effective.

ARTICLE XII. DISSOLUTION OF THE ORGANIZATION

In the event of dissolution of the Chapter, all the remaining assets and property of the Chapter shall, after full payment of necessary expenses thereof, be distributed to the National Organization or to such organization(s) as shall be qualified under Section 501(c)(3) of the Internal Revenue Code and as amended.