BY-LAWS (Draft) 

      BY-LAWS INDEX

• Article 1 — Preamble
• Article 2 — Membership
• Article 3 – Founders
• Article 4 — Board of Directors
• Article 5 — Executive Committee
• Article 6 — Sub-Committees
• Article 7 — Meetings
• Article 8 — Finance
• Article 9 — Event and Representation
• Article 10 — Dissolution
• Article 11 — Parliamentary Authority
• Article 12 — Amendments
• Article 13 — Legal Advisor and Auditor
• Article 14 — Principal Operation Headquarters

Greater SAN ANTONIO CHINESE CHAMBER OF COMMERCE

BY-LAWS  

Article 1 — Preamble

Section 1: Name

The organization shall be known as GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE (GSACCC).

Section 2: Mission

GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall strive to

• Play an appropriate role in the American mainstream society, monitor and participate in related local, state and national legislation;

• Create opportunities, benefits, cooperation and business development among members, major corporations and government agencies;

• Promote US-China trade and cooperation and contribute to the economic development.

Section 3: Jurisdiction

GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE is incorporated under the laws of the State of TEXAS.

Section 4: Limitations

GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall observe all local, state, and federal laws and Section 501(c) (6) of the Internal Revenue Code.

Section 5: Non-partiality

All activities shall be non-partisan and non-political in nature.

Article 2 — Membership

Section 1: Eligibility

Any person at age of 21 years and older, corporation, partnership, or organization that adheres to the mission of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE may be eligible for membership.

Section 2: Types and Levels of Membership

There are three types of membership, with varying levels of benefits.

• Basic Non-Business Member — $20.00 annually (individual student or unemployed member, two discount for all GSACCC events and programs)

• Basic Non-Business Member — $30.00 annually (couple student or unemployed member, two discount for all GSACCC events and programs)

• Basic Non-Business Member — $50.00 annually (individual employed member, two discount for all GSACCC events and programs)

• Basic Non-Business Member — $80.00 annually (couple employed members, two discount for all GSACCC events and programs)

• General Corporate Member — $250.00 annually (1-25 employees)

• Bronze Corporate Member — $500.00 annually (26-100 employees)

• Silver Corporate Member — $1,000.00 annually (101-500 employees)

• Gold Corporate Member — $2,500.00 annually (501 – 1000 employees)

• Platinum Corporate Member — $5,000.00 annually (1000+ employees)

• Lifetime Corporate Member — $10,000.00

• Board Of Director Membership — minimum $100.00 annually

Section 3: New Member Acceptance

Upon receiving the membership application, the Membership Sub-Committee shall make the final approval at any meeting thereof. Upon approval, the Membership Sub-Committee shall send a welcome letter to the new GSACCC member as a confirmation of the acceptance.

The accepted applicant shall become a member in good standing upon payment of dues.

Section 4: Dues

Membership dues shall be at such rate or rates, schedule, or formula as it may from time to time be set by the Board of Directors.

All membership fees are due in full by January 1 each year, if a person joins GSACCC between January 1 and December 31; if a person joins GSACCC between January 1 and June 30, he/she shall pay half of the yearly membership fee.

Section 5: Resignation

Any member may resign upon written and signed notice to the Board of Directors.

Section 6: Termination

A. Membership shall be automatically terminated for failure to pay dues after ninety (90) days from the due date. The Board of Directors may, at their discretion and for good cause, extend the deadline prior to automatic termination.

B. Membership may also be terminated for conduct unbecoming a member or prejudicial to the aims and reputation of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE. Termination under this clause requires a 2/3 vote of the Board of Directors and ten (10) days’ written notice for appeal.

Section 7: Representation

All corporate entities who are members in good standing are entitled to one (1) vote in all matters in which voting is called for. The vote shall be cast by an individual nominated by the corporate entity to exercise the rights of membership. This representation shall be designated and altered upon written notice to the Board of Directors.

Section 8: Honorary Membership

Distinction in public affairs may confer eligibility for honorary membership. The Board of Directors may grant or terminate honorary membership to an individual, subject to a majority vote. Honorary members may not vote, and are not required to pay membership dues.

Section 9: Member Obligations and Liability

Each member agrees to be bound by these bylaws and any properly-adopted amendments thereto, and by the lawful actions of the Board of Directors or votes of the general membership.

Article 3 – Founders

Section 1: Composition

The founders of GSACCC shall refer to …

Section 2: Benefits

The founders of GSACCC shall enjoy free lifetime basic membership, and initial two-year term of Board of Directors with $500.00/year fee.

Article 4 — Board of Directors

Section 1: Composition

The Board of Directors shall consist of maximum _____25_________ directors each of whom must be a GSACCC member in good standing. Board of Directors shall serve a three-year (3) term, with one-third (1/3) members being elected annually by means of ballots furnished to the general membership and being approved by 2/3 of the Board of Directors. Terms begin July 1. A lottery will determine the initial reelection schedule (first, second, or third year) for the Board of Directors which is to be elected on July 1, 2008. The first one-third (1/3) shall be replaced by July 1, 2009.

Section 2: Powers

The Board of Directors shall have the highest authority to conduct the affairs of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE, which shall at all times be consistent with the Chamber’s mission. This authority includes, but is not limited to, the following. The Board of Directors may:

A. Elect a President of the Board, 1^st Vice President of the Board and 2^nd Vice President of the Board. 1 Secretary of the Board, and 1 Treasurer to manage business, direct daily operations, and execute the policies of the Board of Directors. The Secretary and Treasurer shall be members of the Board.

B. Enter into agreements and contracts, purchase, lease, and sell property, and make loans or grants.

C. Approve all program proposals and financial budgets.

D. Set personnel, fiscal, and program policies.

Section 3: Member of Board Fee

Each member of the Board of Directors shall pay an annual member of Board fee of $100.

Section 4: President of the Board

The Board of Director should elect a President of the Board, 1^st Vice President of the Board and 2^nd Vice President of the Board. The term of President and the two (2) Vice Chairmen of the Board shall be two (2) years, beginning on January 1.

In the event the President of the Board is re-elected for the 2^nd term, the President of the Board shall enjoy free lifetime basic membership after the 2^nd term.

Section 5: Vacancies

Unexcused absence from more than three (3) meetings in any 12-month period shall constitute resignation, and the position on the Board of Directors shall be declared vacant. Any vacancies on the Board of Directors shall be filled until the next annual vote by a majority vote of the Board of Directors. If the vacant position would not have been up for election at the next annual vote, the position will be voted on in addition to the three regularly-scheduled vacancies.

Section 6: Removal

The Board of Directors may remove a Director for cause by a two-thirds (2/3) vote.

Section 7: Conflict of Interest

[+requirement of disclosure to sponsor & board ]

Board members shall not be financially interested in any event or program made by the Board or in any event or program they make in their capacity as Board members.

A Board member shall not be considered to be financially interested in an event or program if the member has only a remote interest in the event or program and if the remote interest is disclosed during a Board meeting and noted in the official Board minutes.

Section 8: Indemnification

GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall indemnify and hold harmless each member of the Board of Directors from and against costs, charges, or expenses arising from the execution of their duties, except such costs, charges, or expenses caused by their own willful act of default.

Article 5 — Executive Committee

Executive Committee is the true working committee. It shall be the function of the executive committee to make investigations, conduct studies, hearings, and other appropriate activities, make recommendations to the Board of Directors, and to carry on such activities as may be delegated by the Board of Directors to an appointed Administrator (first, part-time).

Section 1: Positions

The Executive Committee shall be the President, 1^st Vice President of the Board, 2^nd Vice President of the Board, Secretary and Treasurer of the Board. The terms of office shall be for two (2) years, beginning on July 1st. No one person may hold more than one officer position simultaneously.

Section 2: Duties

A. The President is the official spokesperson for the organization and serves as the liaison between GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE and external entities. The President shall have the power to appoint the Chair of Sub-Committees, subject to approval by the Executive Committee. The President shall sign, on behalf of the Chamber, all contracts, deeds, and other legal documents and instruments.

B. The 1^st Vice President shall perform the duties of the President during the President’s absence. The 1^st Vice President shall perform additional duties as determined by the President.

C. The 2^nd Vice President shall perform the duties of the 1^st President during the 1^st President’s absence, or perform the duties of the President during the absence of both the President and the 1^st Vice President. The 2^nd Vice President shall perform additional duties as determined by the President.

D. The Secretary shall assist the President in daily operations and administrations keep and maintain the minutes of the Board meetings, prepare and circulate the agenda for same, and maintain the membership directories. Additional duties may be assigned by the Board of Directors or as required by State law.

E. The Treasurer shall be responsible for the fiscal papers and records of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE, shall collect and disburse funds, and maintain accurate financial records, which shall be open to inspection by any member. The Treasurer shall file any financial statements as required by law, such as tax returns, and perform any additional duties as set forth by the Board of Directors.

Section 3: Limitation of Authority

No action of any member, committee, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE until it has been approved or ratified by the Board of Directors.

Section 4: Vacancies

Unexcused absence from three (3) continuous meetings and a total of six (6) meetings in any 12-month period shall constitute resignation from the Executive Committee, and the position on the Executive Committee shall be declared vacant.  Any vacancies on the Executive Committee shall be filled by the person appointed by the President subject to the approval of the Board of Directors. 

Article 6 — Sub-Committees

It shall be the function of the sub-committees to working on specific tasks, make recommendations to the Executive Committee, and to carry on such activities as may be delegated by the Board of Directors.

Section 1: Appointment and Authority

The President, with the approval of a majority of the Board of Directors, shall appoint all sub-committees and their Chairs. The Chair of the sub-committee must be a member of the Board of Directors.

The Chair of sub-committee may appoint ad hoc teams and officers as deemed necessary to carry out the programs of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE. Sub-committee appointments shall be concurrent with the term of the appointing President, unless the Board of Directors approves a different term.

The President is required to appoint a Budget Sub-committee at the beginning of his or her term in July. The Treasurer shall be the Chair of the Budget Sub-committee.

Section 2: Limitation of Authority

No action of any member, sub-committee, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE until it has been approved or ratified by the Board of Directors.

Section 3: Different Sub-committees

The sub-committees could include but not limited to Event Program Sub-committee, Membership-Benefit Sub-committee, Nomination-Election Sub-Committee, Public Relationship Sub-committee, Fund Raising Sub-committee, International Trade Sub-Committee, Business Services Sub-Committee, Technology Sub-Committee, Business Network Sub-committee, Marketing-Sales Sub-committee and Financial-Budget Sub-committee.

Section 4: Reporting

A sub-committee Chair shall provide the President with a report of the sub-committee’s activities at the regular Board Meeting.

Article 7 — Meetings

Section 1: Annual Meeting

An annual meeting, in compliance with State law, shall be held at a time and in a place set by the Board of Directors. Notice of the meeting will be mailed to each member at least ten (10) days before the meeting. The lesser of 5% or 20 members in good standing shall constitute a quorum.

Section 2: General Meetings

General meetings of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE may be called at any time by the President or by the greatest of 10% of the membership or 21 members in good standing. Notice of the meeting shall be mailed to each member at least five (5) days before the meeting. The lesser of 5% or 20 members in good standing shall constitute a quorum.

Section 3: Board of Directors’ Meetings

The Board of Directors shall meet once every 2 months. Additional meetings may be called by the President or a majority of members of the Board. Notice of the meeting shall be mailed to each member at least two weeks before the meeting. A majority shall constitute a quorum.

All meetings of the Board of Directors shall be open to any general member except when discussions involve personnel issues or an issue involving the professional or ethical conduct of a member. Emergency meetings may be held without notice provided that 2/3 of the Board agrees in writing to waive notice.

Section 4: Executive Committee Meetings

The Executive Committee shall meet once every 1 month, and the Executive Committee meetings shall be not scheduled in the same month of Board of Directors’ meetings. The Executive Committee meetings may be called at any time by the President. Notice of the meeting shall be e-mailed to each member at least five (5) days before the meeting. A majority shall constitute a quorum.

Section 5: Sub-committee Meetings

Sub-committee meetings may be called at any time by the President or the sub-committee’s Chair. Notice of the meeting shall be e-mailed to each member at least three (3) days before the meeting. A majority shall constitute a quorum.

Section 6: Minutes and Agendas

Minutes of the previous meeting and a meeting agenda shall be prepared for all meetings. The Secretary shall prepare the minutes and agenda for the general and Board of Directors’ meetings, and the Chair or designated representative shall prepare the minutes and agenda for sub-committee meetings.

Article 8 — Finance

Section 1: Funds

All monies paid to GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall be placed in the general operating fund unless otherwise specified by the Board of Directors. Any money unused from the current year’s budget will be placed in a reserve fund.

Section 2: Disbursements

Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval by the Board of Directors. Disbursements shall be by check.

Non–line-item expenses of over $1,000 shall require the approval of the Executive Committee. Non–line-item expenses of over $5,000 shall require the approval of the Board of Directors.

Section 3: Fiscal Year

The fiscal year of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall run from January 1 through December 31.

Section 4: Budget

At least five (5) weeks prior to the beginning of a new fiscal year, the Budget Sub-committee shall propose a budget for the coming year and submit it to the Board of Directors. The Board of Directors must approve a budget prior to the beginning of the fiscal year.

Section 5: Audits and Annual Report

The accounts of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE may be audited by a certified public accountant at such times as the Board of Directors may require. The results of any audit shall be made available to any general member.

The Treasurer shall prepare an annual report on the financial health of the Chamber as of the close of the fiscal year and make such a report available to the general membership.

Article 9 — Event and Representation

Any event organized by GSACCC should be approved by the Executive Committee. The event program should be developed by the event program sub-committee and approved by the President or the Executive Committee. All events and news should be posted on the web by the communication sub-committee.

Any event co-hosted by GSACCC should be approved by the President or the Executive Committee.

GSACCC could attend event not organized by GSACCC. Only the President or Executive Committee members assigned by the President can represent GSACCC to attend other event not organized by GSACCC.

Article 10 — Dissolution

The dissolution of GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall follow applicable TEXAS law. Upon dissolution of the Chamber, no portion of its funds shall inure or be distributed to the members. In such an event, any remaining funds, following payment of or provision of payment of all debt and liabilities of the Chamber, shall be distributed to qualified non-profit organizations, such as San Antonio Chinese Alliance, as defined in the Internal Revenue Code, Section 501, and as approved by 2/3 of the Board of Directors.

Article 11 — Parliamentary Authority

The current edition of Robert’s Rules of Order, Revised, shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with law or these Bylaws.

The language of record for GREATER SAN ANTONIO CHINESE CHAMBER OF COMMERCE shall be Chinese and English.

Article 12 — Amendments

These Bylaws may be amended by a 2/3 vote of the Board of Directors, or by a majority of the membership at any regular or special meeting, provided that the notice for such meeting includes the complete text of the proposed amendments. Any proposed amendments shall be submitted to the Board of Directors in writing at least thirty (30) days before the meeting at which they are to be approved.

Article 13 Legal Advisor and Auditor

Until changed by the Board of Directors, the legal advisor of the GSACCC shall be Gary Mathis, Attorneys At Law, 308 San Antonio Street, New Braunfels, TX 78130, Telephone: 830-625-9362. Facsimile: 830-626-3311.

Until changed by the Board of Directors, the auditor of the GSACCC shall be Gary Mathis, CPA, 308 San Antonio Street, New Braunfels, TX 78130, Telephone: 830-625-9362. Facsimile: 830-626-3311.

Article 14 Principal Operation Headquarters

The principal operation headquarters of the GSACCC shall be temporarily at 10233 IH 35 N., San Antonio, TX 78233, USA, Tel: 210-653-7288; Fax: 210-653-7897; Website: www.gsaccc.org

The above By-laws have been adopted and agreed by the board of directors with the necessary quorum on _____February, 24__________, 2008