Bylaw

BYLAWS OF

Greater Houston Chinese Alliance aka. Houston Chinese Alliance, or, HCA

February 15, 2015

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Greater Houston Chinese Alliance aka. Houston Chinese Alliance, or, HCA. It shall be a nonprofit, and not a political endorsement, organization, incorporated under the laws of the State of Texas.

Section 2 — Purpose: The purpose of HCA shall be: Assist and support people in the greater Houston area in the exercise of their civil rights, advocate and promote their participation in the community’s issue resolution.

ARTICLE II — MEMBERSHIP

Section 1 — General membership: Application for general membership shall be open to anyone who supports the purpose statement in Article I, Section 2. Membership is granted after the completed membership application is received by HCA. The HCA board of directors reserves the right to reject any application for good cause. General members do not have voting rights

Section 2 — Voting member and annual dues: The amount required for voting member annual dues shall be $50 each year and must be paid before the annual meeting of the voting members. Annual dues for new members shall be $50 if the membership is approved within 6 months of the immediately previous annual meeting, and $25 if approved after 6 months of the immediately previous annual meeting.

Section 3 — Rights of voting members: Each voting member shall be eligible to one vote, or appointment of one voting representative to cast the member’s vote, in HCA elections.

Section 4 — Resignation and termination: Any member may resign by written resignation with the secretary. A member’s membership can be terminated only by 3/4 (three fourths) of the quorum of the board of directors after its hearing(s) thereon.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Annual meetings: An annual meeting of the voting members shall take place in the month of April, the specific date, time and location of which shall be designated by the chair. Prior to the annual meeting, members shall receive, by email, reports on the activities of HCA. At the annual meeting, voting members shall determine, by vote, HCA’s major issues and elect board of directors.

Section 2 — Special meetings: Special member meeting may be called by the chair, or a simple majority of the board of directors. Any petition signed by ten percent of voting members may also call a special meeting.

Section 3 — Notice of meetings: Notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.

Section 4 — Quorum: 10% (ten percent) of the voting members, including those represented by proxies, shall constitute a quorum at any member meeting.

Section 5 — Voting: All issues to be voted on shall be decided by a simple majority of the quorum present at the meeting unless otherwise provided in these bylaws.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Board duty, size, and compensation: The board is responsible for overall policy and direction of HCA, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 21, but not fewer than 9 members. Only voting members can serve on the board. The board receives no compensation other than reimbursement of reasonable expenses approved by a board meeting.

Section 2 — Terms: All board members shall serve a two-year term upon being elected.

Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed-upon time and place. An official board meeting requires a written notice to each board member at least one week in advance.

Section 4 — Election procedures: A Board Nominating Committee shall be responsible for nominating a slate of prospective board members representing HCA’s members. A board member is elected by a simple majority of the quorum. If no one receives votes by a simple majority of the quorum, the first nine who receive the most votes shall be elected as board members. Voting members can recommend nominations to the Nominating Committee. If a voting member wishes to elect a non-nominee, that member can write in the name of the non-nominee on the ballot. The members of the first board shall be nominated by the preparatory group of HCA. The preparatory group consists of 12 people who have been involved in the preparation of HCA formation and have paid membership dues provided in Section 2 of Article II; their names are listed as Attachment I to these bylaws.

Section 5 — Quorum: A quorum of any board meeting must be at least 40% (forty percent) of total board members.

Section 6 — Officers and Duties: Officers shall include a chair, a vice chair, a secretary and a treasurer, to be elected by the first board meeting after the annually board member election, presided over by the chair of the Nominating Committee. Starting from 2015, there shall be a first vice chair and a second vice chair. No officer can serve on the same position for more than 2 consecutive years. The officers’ duties are as follows:

1.The chair shall convene regularly scheduled board meetings, shall preside, or arrange for other board officers to preside, over each meeting in the following order: vice-chair, secretary, treasurer.

2.The first vice chair, and the second vice chair if the first chair is not available, shall chair committees on special subjects as designated by the board and act on behalf of the chair in his/her absence.

3.The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

4.The treasurer shall make a report at each board meeting . The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members.

Section 7 — Vacancies: When, due to a board member’s departure, a vacancy on the board exists mid-term, it shall be filled by a special election by the board. The vacancy shall be filled only to the end of the unfinished term.

Section 8 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member may be terminated from the board due to more than three unexcused absences from board meetings. A board member may be removed for other reasons by a 3/4 (three-fourths) vote of the remaining directors.

Section 9 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

Section 10 — Emergency meetings: Emergency meetings of the board shall be called upon the request of the chair, or the vice chairs in the absence of the chair, Notices of emergency meetings shall be sent out phone call, email or other forms of electronic messages. Best effort should be made to notify as many board members as possible; at least a quorum must be present for any emergency meeting.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed, such as fundraising, outreach and public relations, data collection, etc. The committee chair must be a voting member; members of each committee must be HCA members and approved by the board.

Section 2 — Executive Committee: The officers and other board members selected by the chair, totaling not more than half of the entire board, shall serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3 — Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization shall be made available to the HCA voting members.

Section 4 — Membership Committee: The Membership Committee is responsible for promoting HCA membership, recruiting new members, timely delivering membership dues to the treasurer, keeping and updating voting and general member lists and keeping and updating records of payments of voting membership dues.

Section 5 — Outreach Committee: The Outreach Committee is responsible for outreaching the community and organizing seminars and discussions of significant current issues concerning the community.

Section 6 — Advisory Committee: An Advisory Committee may be formed by personnel with significant knowledge and experience in areas closely related to HCA’s purpose, such as community leaders or civil rights activists, who can advise the board of directors on all significant HCA matters. Members of the Advisory Committee need not be HCA voting members.

ARTICLE VI — AMENDMENTS

Section 1 —These bylaws are approved by a simple majority of the quorum of the voting member meeting.

Section 2 — Amendments: These bylaws may be amended by a two-thirds majority of the voting members. Any approved amendments must be submitted to the Secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a simple majority vote on February 15, 2015

_Yingying Sun________________________ Jenny Hua___________________

Chair of the board Secretary

Attachment to HCA Bylaws—List of Members of the HCA Preparatory Group

孫盈盈Yingying Sun

白先慎Steven Pei

黃登陸Peter Hwang

陳世儀 (Patrick Chan)

華(Howard Xu

鄭順風(Andrew Zheng

曹乃寅(Caroline Cao

陸峻(Jun Lu

華蔣蔚(Jenny Hua

蔣挺(Ting Jiang

曹青樺(David Cao

刘昕 (Brian Liu