BYLAWS OF THE Association of Shanghai University Alumni in America
OFFICE AND REGISTERED AGENT
Section 1. Principal Office. The principal office of the Association shall be in the State of Michigan.
Section 2. Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Michigan, as required by the State of Michigan Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation.
To promote the growth, progress, and general welfare of Shanghai University; to foster mutually beneficial relationships between the University and its alumni; to promote career networking among Shanghai University alumni; to enhance the culture connections between universities, enterprises and government in Shanghai and overseas alumni of Shanghai University.
Section 1. Qualification of Alumni and Members. The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms and other conditions of each class of member. There qualification for alumni:
a. Shanghai University graduates of each period, dropout, education students and international students;
b. Taught at the University of traffic, the incumbent;
c. Employed by Shanghai University for part-time professors, visiting professors, consultants, Professor Emeritus, and other part-time personnel
All SHU alumni who live or lived in North American can be a member as long as he or she accepts the by-Laws and submitted his or her contact information to the Council by any means. It is member’s responsibility to update contact information with the board to keep their member status.
Section 2. Voting Rights. Only members in good standing shall have the right to vote at the annual meeting of the members on those items specified in Section 3 below, as well as to vote on such other issues as the Board may choose to bring before the members. Other people may attend meetings, but may not vote.
Section 3. Membership Meetings.
a. There shall be an annual meeting of the members upon such date, time and place as the Board shall determine. During the annual meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and officers, approval of the annual budget proposed by the Board, approval of any amendments to the bylaws that may be proposed by the Board. Voting on all other matters is expressly reserved for the Board of Directors.
b. Special meetings of the members may be called by the Chairperson of the Board or upon the request of 10% of the members. Members shall receive not less than 30 days prior written notice of special meetings. Notice shall be given in the manner specified in Section 2 of Article VII of these bylaws, and the notice shall state the purposes of the special meeting.
Section 4. Quorum and Voting. Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of 20% of the total voting members present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
Section 5. Removal. Any member may be removed from membership by a two-thirds vote of the other voting members only for cause.
Section 6. Voting By Written Ballot. Any action which may be taken at any annual or special meeting of the members (including the election of officers and directors and the amendment of the bylaws) may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. Voting by written ballot shall be permitted to the fullest extent allowed by law, and shall be conducted as follows:
a. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
b. The number of ballots received by the Corporation must equal or exceed the quorum that would have been required had there been a meeting (i.e., Corporation must receive a valid ballot from 10 percent or more of its voting members.)
c. Unless otherwise indicated in these bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
d. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the corporation in order to be counted.
e. To the fullest extent allowed by state law, written ballots may be delivered to members and received from members by electronic mail.
BOARD OF DIRECTORS
Section 1. Powers. There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Section 2. Number and Qualifications. The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of no less than 7 in Detroit area. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.
Section 3. Election and Term of Office. The members of the Board of Directors shall be elected by the voting members at the annual meeting of the members. Directors on the Board of Directors shall serve for a term of 3 years without term limit. Chairperson shall be elected by directors with a majority vote and can only serve one term.
Section 4. Resignation. Any director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation. Any Trustees (board member) who have been absent from two successive Board meetings without prior notice shall be considered to have resigned.
Section 5. Removal. Any director may be removed from such office, with or without cause, by a three-fourths vote of the voting members at any regular or special meeting of the members called expressly for that purpose.
Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
Section 7. Regular Meetings. A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day and place as shall be designated by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 9. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least 7 days previous to the meeting and in the manner set forth in Section 2 of Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
Section 10. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall be permitted.
Section 12. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the directors.
Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
Section 14. Conflicts of Interest.
(a) In the event any director has a conflict of interest which might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate nonconfidential information which might inform its decisions. "Conflict of interest," as referred to herein, shall include, but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.
(b) No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict-of-interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict-of-interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict-of-interest and the recusal of the interested director.
Section 1. Officers. The officers of the Corporation, shall consist of a President, a Secretary, and a Treasurer. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. One Director may hold more than one office, other than the offices of President and Secretary.
Section 2. Election of Officers. The officers of the Corporation must be board directors.
Section 3. Resignation. Any officer may resign at any time by giving written notice to the Chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Section 4. Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired term.
Section 5. Chairperson. The Chairperson, as laid out in ARTICLE IV Section 3, shall be the President and give active direction and have control of the business and affairs of the Corporation. He or she may sign contracts or other instruments which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws, ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.
Section 9. Treasurer. The Treasurer shall be responsible for all funds of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 10. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer or member, such notice shall be given in writing by first‑class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.
Section 3. Honorary Board Directors and Advisors. To provide advice and support to the Corporation, the board of directors can appoint an honorary board directors and advisors from retired board directors. The board of directors can also appoint professional advisors who are not already an alumni or member. Honorary board directors and advisors and professional advisors shall serve for a term of 3 years without term limit.
Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or where appropriate may itself undertake the defense of any director, officer or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person's status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
AMENDMENTS TO BYLAWS
These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of two-thirds of the voting members at any regular or special meeting of the members. The notice of the meeting shall set forth a summary of the proposed amendments.