Welcome to CAPAA !!!

 

BYLAWS

OF THE

CHINESE-AMERICAN PROFESSIONALS

ASSOCIATION OF ARIZONA

 

 

ARTICLE I

 

NAME AND PURPOSE

 

SECTION 1. NAME

 

The name of the Association shall be the Chinese-American Professionals Association of Arizona.  The Association may also be known by its acronym: CAPAA, or by its Chinese equivalent.

 

 

 

 

 

SECTION 2. PURPOSE

 

The purpose of the Association shall be those set forth in its Articles of Incorporation:

 

                1. To improve the well-being of Chinese-American professionals.

 

                2. To promote better communicaton among members and local communities.

 

                3. To assist members in expanding their professional knowledge, opportunities, and personal fulfillments.

 

 

ARTICLE II

 

MEMBERSHIP

 

Membership in the Association shall consist of regular, student, and special members in good standing.  Any person or corporation may become a member by complying with the provisions of the Bylaws.  Neither membership nor participation in the activities of the Association shall be denied to any person on account of age, race, religion, sex, nationality or country of origin.

 

 

 

SECTION 1. CLASSIFICATION OF MEMBERSHIP

 

A. Regular members: Regular members shall be limited to those who are or have been engaged in a profession.  ¡°Profession¡± as defined by Webster¡¯s dictionary, means ¡°a vocation or occupation requiring advanced training in some liberal art or science, and usually involving mental rather than manual work.¡±  Regular members shall be approved by the Board of Directors.  The regular members shall have the authority to make motions, to vote, and to hold offices.

 

B. Student members: Student members shall consist of those who are attending college full or part-time.  They shall be approved by the Board of Directors. The student members shall be entitled to all privilege¡¯s of the Association except those of making motions, of voting, and of holding office.

 

C. Special members: Special members shall include honorary, corporate, and affiliated members.

 

                a. Honorary members: Honorary members shall consist of those who have rendered notable services to the community.  They shall be nominated and approved by the Board of Directors.

 

                b. Corporate members: Corporate members shall consist of companies, institutions, or associations, approved by the Board of Directors. To qualify, corporate members shall pay annual fees.

 

               c. Affiliated members: Affiliated members shall cosist of those who are interested in participating in activities of the Association.  They shall be approved by the Board of Directors.  Affiliated members may include spouses of regular members.

 

The special members shall be entitled to all privileges of the association except those of making motions, of voting, and of holding office.

 

Unless terminated under the provision of Article II, Section 4, all memberships shall be limited to one year.  Regular, student, and corporation memberships shall be renewed upon payment of an annual fee.  Honorary and affiliated memberships shall be renewed upon the approval of the Board of Directors.

 

SECTION 2. MEMBERSHIP FEES

 

All membership fees shall be due by the first day of each fiscal year (March first as set forth in Article VIII).  The student membership fee shall be no more than one half of the regular membership fee.  The annual membership fees shall be determined by the Board of Directors.

 

SECTION 3. MEMBERSHIP DIRECTORY

 

For all members, the Board of Directors shall issue an individual certificate of membership or publish the names of members in a membership directory, newsletter, or journal.  The Association shall keep an official membership directory and publish it annually.

 

 

 

 

SECTION 4. TERMINATION OF MEMBERSHIP

 

A. Any member may terminate membership by submitting a resignation in writing to the Secretary of the Association.  No refund of the membership fee shall be made.

 

B. Those members whose dues are not paid within three months after the first day of the fiscal year shall be automatically dropped from membership in the Association.  A suspended member may be reinstated upon the payment of the full amount due.

 

C. Upon approval of all members of the Board of Directors, the Association may terminate any membership for any willful infraction of the Articles of Incorporation or Bylaws of the Association.  A refund of the prorated membership fee shall be made by the Association if termination occurs.

 

 

ARTICLE III

 

MEMBERSHIP MEETINGS

 

SECTION 1. ANNUAL MEETING

 

There shall be an annual meeting for the members of the Association during the last quarter of each fiscal year or at another appropriate time as approved by the Board of Directors.  Notice of the meeting shall be made to all members, and no change of the time or place shall be made later than thirty (30) days prior to the predetermined date.

 

SECTION 2. SPECIAL MEETINGS

 

Special meetings for the members of the Association may be called by the President, by any four (4) directors, or by written request from not less than one-fifth of the regular members.  These meetings shall be held as the Board of Directors determines upon at least fifteen (15) days notice to all members.

 

SECTION 3. QUORUM

 

For any membership meeting, a quorum shall consist of either (i) one-third of the total number of regular members if questions raised from the floor are considered for voting by the membership, or (ii) one-quarter of the total number of regular members if votes are taken only on agenda items that have been published in the meeting notice to all regular members.

 

 

ARTICLE IV

 

BOARD OF DIRECTORS

 

SECTION 1. NUMBER AND TERM OF OFFICE

 

The affairs of the Association shall be administered by a Board of Directors of seven (7) members, who shall be regular members in good standing and maintain physical residence in Arizona.  The term of office for directors shall be two years. In alternating years, three (3) directors or four (4) directors shall be elected to fill vacancies on the Board of Directors created by the expiration of the directors term of office.  All directors shall serve until their successors are elected.

SECTION 2. NOMINATION AND ELECTION

 

A. NOMINATING COMMITTEE

 

     The Nominating Committee shall consist of seven (7) members.  Four members shall be members of the Board of Directors.  The other three members shall be non-Board of Directors.  All committee members shall be nominated and elected by the Board of Directors.  The Chairperson of the Committee shall be elected by the committee members.

 

B. ELECTION

 

The nomination of candidates for the Board for the ensuing year shall be made by the Nominating Committee.  The proposed candidates shall be announced by the Board of Directors to all regular members of at least one month before the election.

 

     The election shall be held during the last quarter of each fiscal year by mail or at the annual meeting.  The Nominating Committee shall set the slate of proposed candidates and cause their names to be placed on a single ballot.  All ballots will be cast by the regular members.  If the election is conducted in the annual meeting, an absentee vote may be submitted by a regular member in writing with a signature.  The vote will be accepted if delivered before the election.

 

     The ballots shall be counted by the Board of Directors at the end of the election in a tabulation meeting which is open to all members who desire to attend.  Notice of the election results shall be made known to all members.  In the event of a tie of the number of votes for a position, the Board of Directors shall make the decision.

 

C. RESIGNATION AND RECALL OF BOARD OF DIRECTORS

 

     Resignation of any member of the Board of Directors must be submitted in writing to the Board fifteen (15) days prior to the effective day.  Recall of a member of the Board of Directors may be initiated by one of two methods: (1) at least four directors of the Board of Directors; (2) by at least one-fifth of the total regular members.  The recall shall be signed by the members who initiate the petition.

 

     Upon receiving a proposed recall, the Board of Directors shall, within thirty (30) days, call for a vote of the regular members.  The recall shall be effective by a vote of at least one-fourth of the total regular members with a two-thirds majority of votes cast for recall.  During the recall procedures, the member of the Board subject to recall shall be placed under suspension at the discretion of the Board.  The Board of Directors shall notify all members the result of the recall ratification within fifteen (15) days of the recall.     In the event of resignation, recall, or death of a member of the Board, the Board of Directors shall appoint a replacement by a majority vote within 30 days to serve out the remaining term of the vacated directorship.

 

SECTION 3. POWERS OF THE BOARD OF DIRECTORS

 

A. GENERAL POWERS OF THE BOARD

 

     The Board of Directors shall have the authority to direct and manage the business and affairs of the Association.  Subject to the restrictions imposed by the law, by the Articles of Incorporation, or by these Bylaws, the Board may exercise all of the authority of the Association.

 

B. SPECIFIC POWERS OF THE BOARD

 

     Without prejudice to the general powers of management, the directors shall have the

     following specific powers:

 

                1. To adopt or alter a common seal of the Association.

 

                2. To make and change regulations in a manner not inconsistent with these bylaws for the management of the Association.

 

                3. To appoint a new director in case of a vacancy during a fiscal year.

 

                4. To appoint or discharge standing and special committees, and to approve policies of all committees.

 

                5. To approve new membership applications and to assign new members to the appropriate membership categories.  To approve a termination of membership.

 

                6. To approve awards or recognition for contributions as suggested by the President.

 

                7. To conduct open hearings for the purpose of gathering input from members of the Association before decisions on important matters are made.

 

C. COMPENSATION OF DIRECTORS

 

     Directors shall receive no salary or compensation for their service as directors.

 

SECTION 4. BOARD OF DIRECTOR MEETINGS

 

A. REGULAR MEETINGS

 

     The Board of Directors shall meet immediately following each annual election of the Association.  The Board of Directors shall also meet upon the call of the President, or upon the written request of three directors.

 

B. SPECIAL MEETINGS

 

     Special meetings may be called by the President, other officers, or chairpersons of committees on five (5) business days notice to each director.

 

C. QUORUM

 

     For any Board of Directors meeting, a quorum shall be a majority of elected directors. No absentee vote nor substituted proxy will be recognized.

 

 

ARTICLE V

 

OFFICERS

 

SECTION 1. TERMS AND DUTIES OF OFFICERS

 

The officers of this Assocation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and any additional officers elected by the Board of Directors.  Their terms of office shall be limited to one (1) year.  All officers may be re-elected for consecutive or separate terms, except that the President is limited to two consecutive terms.  No officer shall hold more than one office at a time.  All officers shall be members of the Board of Directors.  All officers shall serve until their successors are chosen.

 

A. THE PRESIDENT

 

     The President shall be nominated and elected from the Board of Directors by a majority secret vote.  The President shall preside at all Board of Directors¡¯ membership and officers¡¯ meetings; shall file an annual report with the Arizona Corporation Commission; and shall perform other duties as may be required by the Board of Directors.  Upon establishment of committees, the President may appoint the committee chairperson to undertake specific activities.  The President is the sole spokesperson of the Association.

 

B. VICE-PRESIDENT

 

     The Vice-President shall be nominated and elected from the Board of Directors by a majority secret vote.  The Vice-President, in the absence of the President, shall perform all the duties and have all the powers of the President.  The Vice-President shall be the historian of the Assocation.

 

C. SECRETARY

 

     The Secretary shall be nominated and elected from the Board of Directors by a majority secret vote.  The Secretary shall keep minutes of all meetings; receive committee reports and other documents of the Association; conduct the general correspondence of the Association; serve all notices required by law or Bylaws; and prepare and tabulate ballots when requested.  In the absence of the President and the Vice-President during membership meetings, the Secretary shall call the meeting to order and preside until the election of a chairperson pro tem.  In the absence of the Secretary, a secretary pro tem shall be elected.

 

D. TREASURER

 

     The Treasurer shall be nominated and elected from the Board of Directors by a majority secret vote.  The Treasurer shall prepare and keep a full set of accounts showing every detail of the formal business of the Association, the amount of cash on hand, and the amount of money owed by the Association.  The Treasurer shall bill members for their dues; receive membership fees; maintain a ledger of each member¡¯s account; and  suspend and reinstate membership upon the nonpayment or payment of dues.

 

SECTION 2. RESIGNATION AND RECALL OF OFFICERS

 

Resignation of any officers must be submitted in writing to the Board of Directors fifteen (15) days prior to the effective day.  Recalls of officers can be initiated by at least two directors of the Board and approved by a minimum of five directors.

In case of resignation or termination of the President, the Vice-President shall assume the office of presidency for the remining term.  In case of the resignation or termination of other officers, a candidate for the vacancy shall be nominated by the President and approved by the Board of Directors to serve for the remaining term.

 

 

ARTICLE VI

 

COMMITTEES

 

SECTION 1. STANDING AND SPECIAL COMMITTEES

 

There shall be two classes of committees: standing committees and special committees.  The standing committees are constituted to perform a continuing function and remain in existence until they are duly dissolved.  Special committees are appointed for a stated period to accomplish a specific purpose.  Appointment and discharge of the standing and special committees shall be made by the Board of Directors.

 

SECTION 2. MEMBERSHIP OF COMMITTEES

 

Members of standing committees shall be appointed for terms of one year.  The standing committee members shall serve until their successors are chosen.  The chairperson of standing or special committee shall be a regular member in good standing, shall be appointed by the President and approved by the Board of Directors, except the Nominating Committee as set forth in Article IV, Section 2, Paragraph A.  The committee members shall be regular members in good standing, and shall be appointed by the Chairperson.  In case of resignation of the Chairperson, the replacement shall be nominated by the President and approved by the Board.  In case of resignation of a committee member, the selection shall be made by the Chairperson.  The President shall be an ex-officio member of all standing committees.

 

SECTION 3. COMMITTEE POLICY AND PROCEDURE

 

The Board of Directors shall determine the assignment of every committee.  Each committee shall establish its procedures and shall report to the Board of Directors for approval.  Proposals to amend, repeal, or suspend these procedures shall be adopted by a majority vote of the committee members and approved by the Board.  The committees shall have authority to appoint and discharge subcommittees.  The Chairperson of the subcommittee shall be regular members in good standing and shall be appointed by the chairperson of the Committee.  The subcommittee members shall be regular members in good standing and shall be appointed by the chairperson of the subcommittee.

 

SECTION 4. COMMITTEE REPORTS

 

Each committee shall keep regular minutes of proceedings and report to the Board of Directors as requested.  Each committee shall present an annual report to the Board of Directors in the last Board meeting preceding the annual membership meeting.

 

Each committee shall file an annual report with the Secretary at the annual membership meeting, and other reports shall be submitted as needed or as requested by the President or Board of Directors.  Annual reports shall be summarized in the CAPAA newsletter.

 

 

 

SECTION 5. EXPENSES

 

No committee shall incur expenses on behalf of the Association except as authorized by the Board, nor shall any committee commit the Association by any declaration of policy.

 

 

ARTICLE VII

 

REPRESENTATIVE

 

Association representatives to other organizations, agencies, joint boards, joint committees, and meetings of other associations shall be appointed by the President, or the Vice-President in the absence of the President.  The representative shall be a regular member in good standing.

ARTICLE VIII

 

FISCAL YEAR

 

The fiscal year of this Association shall begin on March first.

 

 

ARTICLE IX

 

DONATIONS

 

The Association may accept gifts, legacies, donations, and/or contributions in any amount and in any form upon on such terms and conditions as may be decided by the Board of Directors.

 

 

ARTICLE X

 

MISCELLANEOUS PROVISIONS

 

SECTION 1. ASSOCIATION SEAL

 

The seal of the Association shall be in such a form determined by the Board of Directors and shall contain the name of the Association, the date and state of its creation, and such other items as the Board of Directors shall determine.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, etc.

 

SECTION 2. OFFICES

 

Offices of the Association may be established at such places as the Board of Directors may designate or the business of the Association may require.

 

SECTION 3. CHECKS, DRAFTS, NOTES

 

All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by the Treasurer. Any amount exceeding five hundred dollars ($500) must be signed by the Treasurer and countersigned by the President, or such officers as designated by the Board of Directors.

 

 

SECTION 4. NAME OF ASSOCIATION

 

The Association¡¯s name shall not be used for any member¡¯s personal gain or profit.

 

 

ARTICLE XI

 

AMENDMENTS

 

Proposals to amend, repeal, or suspend of the Bylaws shall be made in writing by at least one-tenth of regular members to the Board or by unanimous recommendation of the Board.  Proposals shall be published in the next CAPAA newsletter.  An amendment, repeal, or suspension shall be effective upon adoption by a majority vote of regular members.  Voting may be conducted in any membership meeting or by mail.

 

ARTICLE XII

 

PARLIAMENTARY AUTHORITY

 

The current edition of Robert¡¯s Rules of Order Newly Revised shall govern the Association¡¯s meetings unless such rules are in conflict with Articles of Incorporation, Bylaws or any other special rules of order the Association may adopt.

 

 

ARTICLE XIII

 

DISSOLUTION

 

In case of dissolution of the Association by the membership, the Board of Directors shall have the authority to wind-up and dissolve the Association in accordance with the regulations sef forth in Article XIII of the Articles of Incorporation of this Association.