Bylaws and Policies

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 anyonewho 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

The Justice and Civil Rights Fund of Houston Chinese Alliance

In conformity with the bylaws of the Houston Chinese Alliance (”HCA”), an IRC § 501(c) (3) organization, the Justice and Civil Rights Fund (“JCR Fund” and its name in Chinese to be: 华人权益基金) is established to facilitate achieving the HCA’s purpose, under the following guidelines:

1. Donations: HCA shall solicit and accept donations, from all individuals and organizations, to the Justice and Civil Rights Funds; donations made to this Fund must be marked “Justice and Civil Rights Fund” or “JCR Fund;”

2. Revocation: A donation can be revoked by written request within 60 days from the day the donation is made; if a donation is made with a check, the donation shall be deemed made on the date on the check; if a donation is made electronically (e.g. by PayPal, bank transfer, etc.), the donation shall be deemed made on the date the transaction is cleared;

3. Separate Account: All funds donated to the JCR Funds shall be deposited in a separate account solely for the holding of such funds; no other funds shall be deposited in this account, or in any way comingled with these funds;

4. Administrative Charges: There shall be no administrative charges to any donations to the JCR Fund; all funds donated thereto shall be used in their entirety in compliance with the Fund’s Usage guidelines provided below;

5. Usage of the JCR Fund: The JCR Fund shall be used solely to promote, preserve and protect the civil rights of people of Chinese origin living in the greater Houston area, including:
(1) Assisting victims (including family members) of hate crimes, i.e. crimes against a victim based on his/her skin color, race, ethnicity, country of origin or sexual orientation; whether a hate crime has occurred shall be determined by government authorities under federal or state law;
(2) Assisting victims (including family members) of crimes, which, though not necessarily hate crimes, impact or shock the community; whether such a crime has occurred shall be determined by the HCA Board on a case-by-case basis, based on all facts and circumstances*;
(3) Assisting victims of discrimination based on skin color, race, and ethnicity, country of origin or sexual orientation, especially in employment;
(4) Anti-Discrimination Education: Seminars, workshops, etc. on identifying and dealing with discrimination in work environment, e.g. retaliation, unequal treatment or unequal opportunities, wrongful termination, sexual harassment; funds used for this purpose shall not exceed $2,000 per year;

6. Administration of the JCR Fund: All outlays of the JCR Fund shall be approved by the HCA Board of Directors:
(1) An outlay from the JCR Fund in the amount below $2,000 shall be approved at an HCA Board meeting by a vote of more than 50% of the quorum; an outlay from the JCR Fund in the amount equal to or in excess of $2,000 shall be approved at an HCA Board meeting by a vote of more than 2/3 of the quorum;
(2) Except for 5 (4) above, JCR Funds shall be used to assist the victim in seeking legal or administrative remedies, including but not limited to paying attorney’s fees, court fees, and travel expenses to the relevant state for federal court or agency; only in exceptional circumstances shall fund be used for the victim’s (and family members) living expenses and such usage must be approved by 2/3 of the quorum.
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*For example, in early 2014, a Chinese family of four, including two young children, were brutally murdered. The crime’s enormity shocked the entire Houston community. HAC was instrumental in securing donations for an award by Crime Stoppers for information to bring the perpetrators to justice, and for helping the victims’ family members.

The Natural Disaster Relief Fund of Houston Chinese Alliance

In conformity with the bylaws of the Houston Chinese Alliance (”HCA”), an IRC § 501(c)
(3) organization, the Natural Disaster Relief Fund (“NDR Fund” and its name in Chinese
to be: 自然灾害救助基金) is established to help victims of Hurricane Harvey and
subsequent natural disasters, under the following guidelines:

1. Donations: HCA shall solicit or accept donations, from all individuals and
organizations, to the Natural Disaster Relief Funds; donations made to this Fund must
be marked “Natural Disaster Relief Fund” or “NDR Fund;”

2. Revocation: To ensure prompt allocation of funds in emergency, donations to NDR
fund are non-refundable.

3. Separate Account: All funds donated to the NDR Funds shall be deposited in a
separate account solely for the holding of such funds; no other funds shall be deposited
in this account, or in any way comingled with these funds;

4. Administrative Charges and Emergency Fund Balance:
(1)There shall be no administrative charges to any donations to the NDR Fund; all funds donated thereto shall be used in their entirety in compliance with the Fund’s Allocation and Administration guidelines provided below.
(2)A $3000 balance may be retained to ensure prompt assistance in emergencies.

5. Allocation and Administration of the NDR Fund: The NDR fund is administrated by HCA and operated by HCA Board of Directors:
(1)The NDR fund should be allocated to assistance in emergency caused by a natural disaster. The severity of the natural disaster needs to be verified before fund allocation.
(2)Fund allocation priority is given to disaster relief activities in the greater Houston area, then within the state of Texas, and then within the United States.
(3)The NDR fund can only be allocated to verified non-profit non-taxable organization. The organization’s non-profit nature needs to be verified before receiving the fund allocation.
(4)All applications for the NDR Fund allocation and grant need to be submitted to, reviewed by, and approved by the board of HCA, on a case-by-case basis, by 2/3 of the quorum.