THE CONSTITUTION OF
SHANGHAI JIAO TONG UNIVERSITY ALUMNI ASSOCIATION OF GREATER BOSTON (SJTUAA-BOS)
ARTICLE 1. PURPOSE
1.1. PURPOSE
We hold that to have been associated with Shanghai Jiao Tong University is to be committed to truth, public service, integrity, and fellowship. The purpose of this organization is to honor that commitment by providing social, cultural, and career assistance to members and to contribute to the general well being of Shanghai Jiao Tong University and the communities we live in.
ARTICLE 2. MEMBERS
2.1. MEMBERSHIP QUALIFICATIONS
Alumni Members: any person who (a) has worked as faculty or staff for, or studied at, Shanghai Jiao Tong University; or, is spouse or domestic partner of any such person; or, is core member of JTU-Alumni-NE; (b) is currently living in Greater Boston area or was a member of SJTUAA-BOS; and (c) notifies this organization his/her mail and e-mail addresses; (d), friends of SJTU alumni (non-voting member).
2.2. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of the members present at a Membership Meeting duly held at which a quorum is present is the act of the entire membership, unless it is overruled by three-forth of the Board of Directors, which may then be overruled by one-half of the entire membership.
ARTICLE 3. BOARD OF DIRECTORS
3.1. NUMBER
The organization shall have not less than three Directors. The Directors are collectively known as the Board of Directors.
3.2. POWERS
Subject to the limitations by Section 3 of Article 2, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Oversee operations and make strategic decisions for JTUAA-BOS.
3.3. ELECTION OF THE BOARD OF DIRECTORS
Subject to the limitations by Section 3 of Article 2, any member with the vote of one-quarter of the entire membership or three-forth of the Board of Directors shall become a member of the Board of Directors.
3.4 CHAIRMAN OF THE BOARD
Chairman’s responsibilities are to chair meetings of the Board of Directors and to generally ensure that the Board of Directors performs the duties prescribed in these constitutions. Chairman may be reelected.
3.5. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in this Bylaw.
3.6. MAJORITY ACTION AS BOARD ACTION
Every action decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.
3.7. RESIGNATION AND REMOVAL
Subject to the limitations by Section 3 of Article 2, Directors may be removed without cause by two-thirds majority of the directors then in office.
A Director shall be considered as having resigned from the Board if he/she fails to attend Board meetings three times consecutively.
ARTICLE 4. OFFICERS AND THE MANAGEMENT
4.1. DEFINITION
The officers of the organization shall be a President and one or more Vice Presidents, a Secretary, and a Chief Financial officer who shall be designated as the Treasurer. Neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board and that the President and the Chairman of the Board cannot be the same person. The Officers are collectively called the Management.
4.2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this organization. The President shall be elected in the Annual Membership Meeting with the most votes, and other officers shall be nominated by the elected president and approved by the Board of Directors in two weeks after the annual membership meeting. An officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
4.3. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the organization and shall, subject to the control of the Board of Directors, supervise and control the affairs of the organization and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, or by these constitutions, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, or by these constitutions, he or she shall, in the name of the organization, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
4.4. VICE PRESIDENTS
Vice Presidents shall assist the President in the performance of his or her duties. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the President or the Board shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
4.5. DUTIES OF SECRETARY
The Secretary shall certify and keep at the principal office of the organization the original, or a copy of these constitutions as amended or otherwise altered to date.
Keep at the principal office of the organization or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these constitutions or as required by law.
Be custodian of the records and of the seal of the organization and see that the seal is affixed to all duly executed documents.
Exhibit at all reasonable times to any member of the organization, or to his or her agent or attorney, on request therefore, the constitution and the minutes of the proceedings of the directors of the organization.
4.6. DUTIES OF TREASURER
Subject to the provisions of these constitutions relating to the “Execution of Instruments, Deposits and Funds” the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the organization, and deposit all such funds in the name of the organization in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the organization from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the organization as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the organization’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Member of the organization, or to his or her agent or attorney, on request therefore.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the organization.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
4.7. REMOVAL AND RESIGNATION
The Board of Directors may convene a non-regular membership meeting with cause, to remove officers or elect new President. Any officer may resign at any time by giving written notice to the President.
ARTICLE 5 MEETINGS
5.1. ANNUAL MEMBERSHIP MEETING
a. Date of the Meeting. The date for Annual Membership Meeting shall be a date in the month of April and shall be decided by the Board of Directors.
b. Chair of the Meeting. Annual Membership Meeting shall be chaired by a person designated by the Board of Directors. The chair shall be given all assistance by the Board of Directors and Officers in organizing the Annual Membership Meeting.
c. Notice of the Meeting. Notice of Annual Membership Meeting shall be sent to registered members 30 days prior to the date of the meeting. The notice shall include the date, time, location, agenda, and Chairman of the meeting.
d. Quorum. Annual Membership Meeting quorum shall be 1/3 of the registered members unless approved by the board of directors.
e. Businesses of the Meeting. The businesses to be conducted at Annual Membership Meeting shall include, but not limited to, approval of the selection of the chair of the meeting, approval of the management’s Annual Report for the previous year, changes in the Constitution if necessary, elect SJTUAA-BOS President, approval of the composition of current Board of Directors, and in the absence of which, the election of a new Board of Directors.
5.2. SPECIAL MEMBERSHIP MEETING
Special Membership Meetings may be called by 3 members of the Board of Directors or 25% of registered members. Those who call the meeting shall designate a member as the Chair of the meeting. The notice of the meeting shall be sent to all members two weeks prior to the meeting and shall include the agenda of the meeting. Special Membership Meetings shall have the same quorum requirement and the same powers as the Annual Membership Meeting.
ARTICLE 6. INTERPRETATION AND AMENDMENT OF CONSTITUTION
6.1. INTERPRETATION
The interpretation of the Constitution is the privilege of the Board of Directors unless the majority of the membership overrules the Board.
6.2. AMENDMENT
The Constitution may be altered, amended, or repealed and by approval of the Board of Directors or the majority of the membership.
Drafted by Haining Zheng
Amended by: Michael Chen, Haining Zheng, Simin Chai, Yuhua Cao, Zhifei Ge, Yajie Dai, Naxin Sun, Zhibiao Rao, Yi Xue
Dated: 04/02/2012