Austin Chinese Professional Society,奥斯汀华人专业人士协会  

BYLAWS OF AUSTIN CHINEESE PROFESSIONAL SOCIETY
A TEXAS NONPROFIT MUTUAL BENEFIT CORPORATION


Article I. OFFICES

Principal Office
Change of Address

Article II. PURPOSES AND LIMITATIONS

General
Specific Purposes
Limitations

Article III. MEMBERS

Qualifications and Right
Voting Members
Dues
Assessments
Number of Members
Termination of Membership
Suspension of Membership
Effect of Termination
Procedure for Expulsion or Suspension
Transferability of Membership
Non liability of Members

Article IV. MEETINGS OF MEMBERS


Place of Meeting
Annual Meeting
Special Meetings
Notice requirements for Members' Meetings
Adjournment and Notice of Adjourned Meeting
Voting
Waiver of Notice or Consent
Action Without Meeting by Written Ballot.
Record Date for Notice, Voting, and Other Actions
Members of Record
Proxies
Conduct of Meetings
Inspectors of Election

Article V. DIRECTORS.


Powers
Number and Qualification of Directors
Terms of Office.
Election.
Nomination
Compensation
Vacancies on Board
Director's Meetings
Special Meetings.
Action without Meeting.
Committees

Article VI. OFFICERS

Officers of the Corporation.
Election of Officers
Other Officers
Removal of Officers
Resignation of Officers
Vacancies in Office.
Responsibilities of Officers

Article VII. INDEMNIFICATION

Right of indemnity
Approval of indemnity
Advancement of Expense
Insurance

Article VIII. RECORDS AND REPORTS

Maintenance of Corporate Records
Inspection Rights of Members
Maintenance and Inspection of Articles and Bylaws
Inspection by Directors
Annual Report
Annual Statement of Certain Transactions and Indemnification

Article IX. CONSTRUCTION AND DEFINITIONS


Article X. AMENDMENTS

Amendments by Board
Amendment by Members.

CERTIFICATE OF SECRETARY

BYLAWS OF AUSTIN CHINEESE PROFESSIONAL SOCIETY
A TEXAS NONPROFIT MUTUAL BENEFIT CORPORATION

Article I. OFFICES

Section 1 Principal Office

The principal office of the Corporation for its transaction of business is located at 11510 Kempwood Dr., Austin, Texas 78750.

Section 2. Change of Address

The Board of Directors is hereby granted full power and authority to change the principal Corporation from one location to another in Texas. May such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.

Article II. PURPOSES AND LIMITATIONS

Section 1. General Purpose

This Corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

Section 2. Specific Purposes

The specific purposes for which this corporation is organized are to promote the common business interest of its members in the professional fields and to promote the acceptance of Chinese (herein defined no limited of where/when he/she was born or citizenship, but he/she have to have U.S residency) professionals in business and professions.

Section 3. Limitations

No stock is to be issued. No part of the net earnings of the corporation shall be paid to any member of the corporation.

Article III. MEMBERS

Section 1. Qualifications and Rights of Membership

This Corporation shall have two (2) classes of members, designated as follows: Regular Members and Associate Members. Any person or corporation dedicated to the purposes of this corporation shall be eligible for membership of Associate Members. Any person dedicated to the purposes of this corporation and is an professional of engineering or other professional, graduate students with Master or Ph.D. degree shall be eligible for membership of Regular Member. The professionals shall always be the majority of the members in the class of Regular Members.

Section 2. Voting Members

Regular Members shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the Texas Nonprofit Mutual Benefit Corporation Law. If the Corporation is dissolved, those members shall receive a prorate distribution of all assets remaining after payment or provision for payment of the obligations and debts of the Corporation and provision for any other payment required under applicable law.

Section 3. Dues

Each member must pay, within the time and on the conditions set by the Board, the dues in amounts to be fixed from time to time by the Board. Dues shall be payable for the first year on admission to membership and it will be a lifetime membership unless the member with drawn or moved out of field. A member, on learning of the amount of dues determined by the Board of Directors and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resigning from membership, except where the member is or otherwise, liable for the dues.

Section 4. Assessment

Memberships shall be non-assessable.

Section 5. Number of Members

There shall be no limit on the number of members the Corporation may admit. However, the number of professionals in the Regular Member class must be more than that of other professionals.

Section 6. Termination of Membership

A membership shall terminate on occurrence of any of the following events:

1. Resignation of a member, on reasonable notice to the Corporation;
2. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
3. Failure of a member to pay dues, fees, or assessments as set by the Board within one hundred and twenty (120) days after they become due and payable;
4. Occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications;
5. Expulsion of the member under Section 8, Article III of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Corporation.

Section 7. Suspension of Membership

A member may be suspended, under Section 8, Article III of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the Corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Corporation.

A person whose membership is suspended shall not be a member during the period of suspension.

Section 8. Procedure for Expulsion or Suspension

If grounds appear to exist for expulsion or suspension of a member under Section 6 & 7, Article III of these Bylaws, the procedure set forth below shall be followed:

1. The mentor shall be given 15 days' prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records.

2. The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.

3. The Board, committee, or person shall decide whether or not the member should be expelled, suspended, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.

4. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

Section 9. Effect of Termination

All rights of a member in the Corporation and in its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.

Section 10. Transferability of Membership

Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.

Section 11. Non liability of Members

A member in the Corporation shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.

Article IV. MEETINGS OF MEMBERS

Section 1. Place of Meeting

Meetings of the members shall be held at any place within or outside Texas designated by the Board or by written consent of all persons entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members' meetings shall be held at the Corporation's principal office.

Section 2. Annual Meeting

An annual members meeting shall be held on the third Saturday of January of each year at 7.00 PM, unless the Board fixes another date or time and so notifies members as provided in Section 4c, Article VI of these Bylaws. At this meeting, directors shall be elected and any other proper business may be transacted, subject to Section 4b & 5, Article VI of these Bylaws.

Section 3. Special Meetings

a. Persons authorized to call

A special meeting of the members for any lawful purpose may be called at any time by the Board or the Chairman of the Board, or by the President or the Executive Committee or five (5) percent or more of the members.

b. Calling Meetings

A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, or the President or any vice President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance the Section 4, Article IV of these Bylaws stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

c. Proper Business of Special Meeting

No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

Section 4. Notice requirements for Members' Meetings

a. General Notice Requirements

Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given, in accordance with Section 4c, Article IV of these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date! And hour of the meeting and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, these matters that the board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.

b. Notice of Certain Agenda Items

Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

1. Removing a director without cause;
2. Filling vacancies on the Board;
3. Amending the Articles of Incorporation;
4. Approving a contract or transaction between the Corporation and one or more directors, or between the Corporation and any entity in which a director has a material financial interest;
5. Electing to wind up and dissolve the Corporation.

c. Manner of Giving Notice

Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Corporation or at the address given, notice shall be deemed to have been given if either (1) notice is sent to that member r by first class mail or telegraphic or other written communication to the Corporation's principal office or (2) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

Section 5. Quorum

a. Percentage required

Twenty five percent (25%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members, provided, however, that if any regular or annual meeting is actually attended in person or by proxy by less than one third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under the first and second sentences of Section 4a of these bylaws.

b. Loss of Quorum

The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.

Section 6. Adjournment and Notice of Adjourned Meeting

Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 7. Voting

a. Eligibility to Vote

Subject to the provisions of the Texas Nonprofit Mutual Benefit Corporation Law, members entitled to vote at any meeting of members shall be Regular Members as of the record date determined under Sections 10, Article IV of these Bylaws.

b. Voting

Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.

c. Approval by Majority Vote

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members.

Section 8. Waiver of Notice or Consent

a. Written Waiver or Consent

The transactions of any member's' meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if

1. a quorum is present either in Person or by proxy, and
2. either before or after the meeting, each member entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4b, Article IV, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.

b. Waiver by Attendance

A member's attendance at a meeting shall also constitute a waiver of notice of and presence at the meeting, unless the members objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

Section 9. Action Without Meeting by Written Ballot

1. a. Any action (including election of directors) which may be taken at any meeting of the members may be taken without a meeting as provided in this Section if the corporation distributes (in a manner consistent with Section 6 of these bylaws) to every member entitled to vote on such action a written ballot which complies with subsection c below.

2. b. Action by written ballot pursuant to this Section shall be valid when, and only when, the number of votes cast by ballot equals or exceeds the quorum which would be required to be represented at a meeting authorizing the action and the number of votes in favor of the action equals or exceeds the number of votes which would be required to approve the action at a meeting at which the total number of votes cast was the same as the total number of votes cast by ballot.

3. c. Every written ballot distributed to members pursuant to this Section shall set forth the proposed action, provided an opportunity for the member to specify approval or disapproval of any proposal and shall provide, subject to reasonable specified conditions, that where the member specifies a choice with respect to any such action the vote shall be cast in accordance therewith. All solicitations of written ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, the percentage of votes in favor of the proposal necessary to approve the proposal as provided in section (b) above. Such solicitations shall also specify the time that shall be a reasonable time) by which the ballot must be received by the corporation in order to be counted.

4. d. No written ballot which has been received by the corporation may be withdrawn, revoked or superseded and any attempted withdrawal, revocation or supersession of any such written ballot, whether made before or after receipt of such ballot by the corporation shall be ineffective.

Section 10. Record Date for Notice, Voting, and Other Actions

a. Record Date Determined by Board

For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action the Board may fix, in advance, a record date. The record date so fixed

1. for notice of a meeting shall not be more than ninety (90) or less than ten (10) days before the date of the meeting;
2. for voting at a meeting shall not be more than sixty (60) days before the date of the meeting;
3. for any other action shall not be more than sixty (60) days before that action.

b. Record Date Not Determined by Board

1. If not otherwise fixed by the Board, the record date for determining members entitled
(1) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held and
(2) to vote at the meeting shall be the day on which the meeting is held.

2. Record Date for Other Actions

If not otherwise fixed by the Board the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

Section 11. Members of Record

For purposes of Sections 10, Article IV of these Bylaws, a person holding a membership at the close of business on the record date shall be a member of record.

Section 12. Proxies

a. Right of Members

Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise ) by the member or the member's attorney-in-fact.

b. Form of Solicited Proxies

If the Corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks ? or withhold, or marks otherwise in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.

c. Requirement That General Nature of Subject of Proxy Be Stated

Any revocable proxy covering matters for which a vote of the members is required, including amendments to the Articles of Incorporation; amendments to the Articles or Bylaws changing proxy rights; removal of directors without cause; filling vacancies on the Board of Directors; the sale, lease, exchange conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the Corporation's activities; the principal terns of a merger or the amendment of a merger agreement; the election to dissolve the Corporation; contracts or transactions between the Corporation and one or more directors or between the Corporation and an entity in which the director has a material financial interest; or a plan of distribution of assets other than money to members when the cooperation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.

d. Revocability

A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until

1. revoked by the member executing it before the vote is cast under that proxy,
(I) by a writing delivered to the Corporation stating that the proxy is revoked,
(ii) by a subsequent proxy executed by that member and presented to the meeting, or
(iii) as to any meeting, by the member's personal attendance and voting at the meeting, or

2. written notice of the death or incapacity of the maker of the proxy is received by the Corporation before the vote under the proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three (3) years from the date of execution. The revocability of a proxy that state on its face that is irrevocable shall be governed by the Texas Corporations Code.

Section 13. Conduct of Meetings

a. Chairman

The President of the Corporation or, in his or her absence, the vice President, or in the absence of both of them, a director designated by the President shall preside over the meetings of the members.

b. Secretary of Meetings

The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or leer absence, the chairman of the meetings of members shall appoint another person to act as secretary of the meetings.

Section 14. Inspectors of Election

a. Appointment

In advance of any meeting of members the Board may appoint any persons, other than candidates for office, as inspectors of election to act at the meeting and any adjournment thereof If the inspectors of election are not so appointed, or if any person so appointed fail to appear or refuse to act, the chairman of any meeting may, and on request of any ~ or member's proxy must, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more members or proxies the majority of members represented in person or by proxy shall determine whether one (1) or three (3)inspectors are to be appointed.

b. The inspectors of election shall perform the following duties:

1. Determine the number of voting memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity, and effect of proxies;
2. Receive votes, ballots, or consents;
3. Hear and determine all challenges and questions in any way arising in connection with the right to vote;
4. Count and tabulate all votes and consents;
5. Determine when the polls shall close;
6. Determine the result; and
7. Do such acts as may be proper to conduct the election or vote with fairness to all members.


The Inspectors shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.

c. Vote of inspectors

If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

d. Report and Certificate

On request of the chairman or any member or member's proxy, the inspectors of election shall make a report in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors shall be prima facie evidence of the facts stated therein.

Article V. DIRECTORS

Section 1. Powers

General Corporate Powers

Subject to the provisions and limitations of the Texas Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation and Bylaws regarding actions that require the approval of the members, the Corporation's activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Beard's direction. No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name.

Section 2. Number and Qualification of Directors

The authorized number of directors shall be nine (9). The qualification for the directors is that he/she must have been the member of the Corporation for at least one year and have served on the executive committee for one or more terms, or if he/she has made tremendous contribution to the Corporation, which shall be determined by the Board of the Directors or if he/she is nominated by 10% or more of the members. The president and vice-president elected shall become Directors automatically.

Section 3. Terms of office

Each Director shall hold office for three years. except president and officer shall hold office for one years.

Section 4. Election

Two (2) new directors shall be elected at each annual meetings of the members to hold office until the next annual meeting. Three (3) new directors shall be elected at each annual meetings of the members. However, if any such directors are not elected at any annual meeting, they may be elected at any special member's meeting held for that purpose. Each such director, including a director elected to fill a vacancy or elected at a special members' meeting shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 2, Article V of these Bylaws.

Section 5. Nomination

Any person qualified to be a director under Section 2, Article V of these Bylaws may nominate himself/herself for election to the Board at least sixty (60) days before the date of any election of Directors. The Board of Directors shall review and select qualified candidates at least thirty (30) days before the date of the election, and the Secretary shall forward to each member, with the notice of meeting required by Section 4, Article IV of these Bylaws, a list of all candidates selected by the Board under this Section.

Section 6. Compensation

The Directors and Officers shall serve without compensation.

Section 7. Vacancies on Board

a. Events Causing Vacancy

The Board may declare vacant the office of a Director on the occurrence of any of the following events:

1. the death or resignation of any director;
2. the director has been declared of unsound mind by final order of court;
3. the director has been convicted of a felony; or
4. the vote of a majority of all members to remove any director;
5. the increase of the authorized number of directors
6. the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting;
7. the director who has missed three (3) consecutive regular meetings of the Board of Directors.
8. The entire Board of Directors or any individual director may be removed from office without cause:
(i). If the corporation has fewer than fifty (50) members, by the affirmative vote (or written ballot pursuant to Article IV Section 9 of these bylaws) of a majority of the members entitled to vote for such removal; or
(ii). If the corporation has fifty (50) or more members, by the affirmative vote (or written ballot pursuant to Article IV Section 9 of these bylaws) of a majority of the members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum).

b. Resignations

1. Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
2. A director shall also be deemed to have resigned upon willful failure to attend three (3) consecutive regular meetings of the Board of Directors or more than one-half (1/2) of the regular meetings of the Board of Directors during the term for which such director was elected.

c. Filling Vacancies by Directors

Except for a vacancy created by the removal of a Director by the members, vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The members may fill any vacancy or vacancies not filled by the Directors.

d. No Vacancy on Reduction of Number of Directors

No reduction of the authorized number of directors shall have the effect of removing any Director before that Director's term of office expires.

Section 8. Director's Meetings

a. Place of Meetings

Meetings of the Board shall be held at any place within or outside Texas that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.

b. Meetings by Telephone

Any meeting may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.

C. Annual Meeting

Immediately after each annual meeting of members, the Board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required.

d. Other Regular Meetings

The Board shall meet on the first Saturday of the first regular weekend of January, April, July and October Other regular meetings of the Board may be held without notice at such time and place as the Board may fix from time to time.

Section 9. Special Meetings

a. Authority to Call

Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, the President or any vice President, or the Secretary or any two Directors.

b. Notice

(1) Manner of Giving Notice

Notice of the time and place of special meetings shall be given to each Director by one of the following methods:

1. by personal delivery of written notice;
2. by first-class mail, postage prepaid;
3. by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the director; or
4. by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as ~ on the records of the Corporation.

(2) Time Requirements

Notices sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.

(3) Notice Contents

The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting.

c. Quorum

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the Texas Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to

1. approval of contracts or transactions between the Corporation and one or more directors or between the Corporation and any entity in which a Director has a material financial interest,

2. creation of and appointments to committees of the Board, and

3. indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least majority of the required quorum for that meeting.

d. Waiver of Notice

Notice of a meeting need not be given to any Director who, whether before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

e. Adjournment

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

f. Notice of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 10. Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board 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. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

Section 11. Committees

a. Committees of the Board

The Board, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more Directors and no persons who are not Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board except that no committee, regardless of Board resolution, may:

1. Take any final action on any matter that, under the Texas Nonprofit Mutual Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;

2. Fill vacancies on the Board or on any committee that has the authority of the Board;

3. Fix compensation of the directors for serving on the Board or on any committee;

4. Amend or repeal Bylaws or adopt new Bylaws;

5. Amend or repeal any Board resolution that by its express terms is not so amenable or repeatable;

6. Create any other committees of the Board or appoint the members of committees of the Board;

7. Expend corporate funds to support a nominee for Director after more people have been nominated for Director than can be elected.

b. Meetings and Action of Committees

Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by Board resolution, or if there is none, by resolution of the committee. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

c. Particular Board and Advisory Committees

The Bylaws may establish particular committees, e.g., an executive committee, audit committee, nominating committee, correction committee, and finance committee. The Board cannot, however, delegate the powers listed in Corp. C Section 7212(a)(1)-(8) to any committee.

If any committee is to have any non-director committee member, it is not a committee of the Board, and it should be clearly labeled an "advisory committee"; Unless the Bylaws provide otherwise, the Board may delegate management of the Corporation's activities to an advisory committee to the same extent that these powers could be delegated to anyone under Corp. C Section 7210. If the committee does not exercise the authority of the Board, this section and the section above need not apply to it.

Article VI. OFFICERS

Section 1. Officers of the Corporation

The officers of the Corporation shall be a President, Vice President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the Board's discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as any be appointed in accordance with Section 3, Article VI of these Bylaws. Any number of offices may be held by the same person.

Section 2. Election of Officers

The President and Vice President shall be elected by the members. All other officers of the Corporation, except those appointed under Section 3, Article VI of these Bylaws, shall be chosen annually by the president and vice president.

Section 3. Other & Officers

The Board may appoint and may authorize the Chairman of the Board, the President, or other officer to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

Section 4. Removal of Officers

Without prejudice to any rights of an officer under any contract of employment, an officer appointed by the Board may be removed with or without cause by the Board, and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power of removal.

Section 5. Resignation of officers

Any officer may at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 6. Vacancies in Office

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

Section 7. Responsibilities of Officers

a. Chairman of the Board

If a Chairman of the Board is elected, he or she shall preside at board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties prescribed by these Bylaws for the president of the Corporation.

b. President

Subject to such supervisory powers as the board may give to the Chairman of the Board, if any, and subject to the control of the Board, the President shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation's activities, affairs, and officers. The President shall preside at all members' meetings and, in the absence of the Chairman of the Board, or if there is none, at all Board meetings. The President shall have such other powers and duties as the Board or Bylaws may prescribe.

c. Vice Presidents

In the absence or disability of the president, the vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a Vice President designated by the Board shall perform all duties of the President. When so acting, a Vice President shall have all powers of and be subject to all restrictions on the President. The vice Presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

d. Secretary

(1) Book of Minutes

The Secretary shall keep or cause to be kept, at the Corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Board, and of mentors' meetings. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at beard and committee meetings, and the number of members present or represented at member's meeting. The Secretary shall keep or cause to be kept, at the principal office in Texas, a copy of the Articles of Incorporation and Bylaws, as amended to date.

(2) Membership Records

The Secretary shall keep or cause to be kept, at the Corporation's principal office or at a place determined by Board resolution, a record of the Corporation's members, showing each member's name address, and class of membership.

(3) Notices, Seal, and Other Duties

The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board, and of committees of the board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

e. Chief Financial Officer

(1) Books of Account

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained adequate and correct books and accounts of the Corporation's properties and transactions. The Chief Financial Officer shall send or cause to be given to the members and directors such financial statements and reports as are required by law, by these Bylaws, or by the Board to be given. The books of account shall be open to inspection by any director at all reasonable times.

(2) Deposit and Disbursement of Money and Valuable

Article VII. INDEMNIFICATION

Section 1. Right of Indemnity

To the fullest extent permitted by law, this Corporation shall indemnify its Directors, Officers, members, and other persons described in the Texas Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding"; as that term is used in that Section, and including an action by or in the right of the Corporation by reason of the fact that the person is or was a person described in that Section. "Proceeding"; means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. "Expenses"; as used in this Bylaw, shall include without limitation attorneys' fees and any expenses of establishing a right to indemnification under the Texas Corporations Code.

Section 2. Approval of Indemnity

On written request to the Board by any person seeking indemnification under the Texas Corporations Code, the Board shall promptly determine under the Texas Corporations Code whether the applicable standard of conduct set forth in the has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under the code whether the applicable standard of conduct set forth in code has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

Section 3. Advancement of Expenses

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 & 2, Article VII of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of any undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

Section 4. Insurance

The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer's, Director's, employee's, or agent's status as such.

Article VIII. RECORDS AND REPORTS

Section 1. Maintenance of Corporate Records

The corporation shall keep:

1. Adequate and correct books and records of accounts;

2. Written minutes of the proceedings of its members, board, and committees of the board; and

3. A record of each member's name, address, and class of membership.

Section 2. Inspection Rights of Members

(1) Membership Record

Subject to the Texas Corporations Code and unless the Corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member.

1. Inspect and copy the record of all the members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the Corporation which demand shall state the purpose for which the inspection rights are requested; or obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses of those members as of the roost recent record date for which it has been compiled or as the date of demand. The demand shall state the purpose which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein, the date as of which the list is to be compiled.

2. The Corporation may, within ten (10) business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

3. If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonably alternative under this Section, it may deny the member access to the membership list Any inspection and copying under this Section may be made in person or by the member agent or attorney. The right of inspection induces the right to copy and make extracts. My right of inspection extends to the records of any subsidiary of the Corporation.

(2) Accounting Records and Minutes

On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board, and committee of the board of any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.

Section 3. Maintenance and Inspection of Articles and Bylaws

The Corporation shall keep at its principal office, or if its principal office is not in Texas, at its principal business office in this state, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the corporation is outside Texas and the corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws as amended to date.

Section 4. Inspection by Directors

Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection induces the right to copy and make extracts of documents.

Section 5. Annual Report

An annual report shall be prepared within 120 days after the end of the corporation's fiscal year. That report shall contain the following information in appropriate detail:

1. A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that they were prepared without audit from the books and records of the Corporation.

2. A statement of the place where the names and addresses of current members are located.

3. Any information that is required by Section 6, Article VIII of these Bylaws.

4. The Corporation shall notify each member annually of the member's right to receive a financial report under this Section. Except as provided in subsection (e) of this bylaw, on written request by a member, the board shall promptly cause the roost recent annual report to be sent to the requesting mentor.

5. This Section shall not apply if the corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

Section 6. Annual Statement of Certain Transactions and indemnification's

As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the corporation's fiscal year unless approved by members under the Texas Corporations Code. any transaction (a) to which the corporation, its parent, or its subsidiary was a party. (b) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000. and (c) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest):

1. Any director or officer of the Corporation, its parent, or its subsidiary;

2. Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary.

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

A brief description of the amounts and circumstance of any loans, guaranties, indemnification's, or advances aggregating more than $1 0.000 paid during the fiscal year to any officer or director of the Corporation under Sections 1 - 3, Article VII of these Bylaws, unless the loan, guaranty, indemnification, or advance has already been approved by the members under the Texas Corporations Code, or the loan or guaranty is not subject to the provisions of subdivision that Code.

Article IX. CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise. the general provisions, rules of construction, and definitions in the Texas Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term person includes both a legal entity and a natural person.

Article X. AMENDMENTS

Section 1 Amendment by Board

a. Membership Rights Limitation

Subject to the rights of members under Sections 1d & 2, Article X of these Bylaws, the Board may adopt, amend, or repeal bylaws unless the action would:

1. Materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer;
2. Increase or decrease the number of members authorized in total or for any class;
3. Effect an exchange. reclassification, or cancellation to all or part of the membership; or
4. Authorize a new class of membership.

b. Changes to Number of Directors

Once members have been admitted to the Corporation, the Board may not, without the approval of the members, specify or change any bylaw provision that would:

1. Fix or change the authorized number of directors;
2. Fix or change the minimum or maximum number to directors; or
3. Change from a fixed number of directors to a variable number of directors or vice versa

c. High Vote Requirement

If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

d. Members' Approval Required

Without the approval of the members, the board may not adopt, amend, or repeal any Bylaw that would:

1. Increase or extend the terms of directors;

2. Allow any director to hold office by designation or selection rather than by election by a member or members;

3. Increase the quorum for members' meetings;

4. Repeal, restrict, create, expand, or otherwise change proxy rights; or Authorize cumulative voting.

Section 2. Amendment by Members

New bylaws may be adopted or these bylaws may be amended or repealed by approval of the members, provided, however, that any such adoption, amendment, or repeal also requires approval by the members of a class if that action would:

1. Materially and adversely affect the rights, privileges, preferences, restrictions. Or conditions of that class as by voting, dissolution, redemption, or transfer In a manner different than the action affects another class;

2. Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

3. Increase or decrease the number of memberships authorized for that class;

4. Increase the number of memberships authorized for another class;

5. Effect an exchange, reclassification, or cancellation of all or part of the memberships of that class; or

6. Authorize a new class of memberships. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered. amended. or repealed except by vote of that greater number. No amendment may extend a director's term beyond mat for which the director was elected.

Any provision of these bylaws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such directors.

CERTIFICATE OF SECRETARY


I certify that I am the duly elected and acting Secretary of AUSTIN CHINEESE PROFESSIONAL SOCIETY, a Texas nonprofit mutual benefit corporation, that the above Bylaws, consisting of 22 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on Jan 6, 1998 and that they have not been arranged or modified since that date.

Executed on _______Jan.30_________ at___________Austin______________ , Texas. ____U.S.A____________.

Oliver K. Ban
Chairman of the Board of 1998


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