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a. President - The president shall serve as the chief executive officer of BCA. The president shall exercise general supervision over and control the affairs of the corporation and shall see that all orders and resolutions of the council are carried into effect.

b. President-elect - The president-elect shall assist the president in the management of the affairs of BCA. The president-elect shall perform duties as may, from time to time, be assigned by the president. IN the absence of the president, or in the even of the president’s death or inability to act, the president-elect shall perform the duties of the president, and, when so acting, shall have the powers of and subject to all restrictions upon the president.

c. Secretary - The secretary shall be a council member and elected by the Council. The secretary shall have the following duties:

(1) Keep or cause to be kept of records of the proceedings and actions of the members and the Council in one or more books provided for that purpose;

(2) See that all notices are duly given in accordance with these by-laws or as required by law;

(3) Be custodian of BCA records;

(4) Keep a register of the names and the addresses of each member; and

(5) In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the Council.

d. Treasurer - The treasurer shall be a council member and elected by the Council. The president must not be the treasurer. The treasurer shall have the following duties:

(1) Have charge and custody of and be responsible for all funds and securities of BCA;

(2) Receive and give receipts for money due and payable to BCA from any source whatsoever, and deposit such moneys in the name of BCA in such depositories as shall be selected by the Council;

(3) Forward a copy of source documents of BCA’s financial activities to the assistant secretary; and

(4) In general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the Council.

e. Assistant Secretary - The assistant secretary shall be appointed by the president with he consent of the Council. The assistant secretary shall assist the Secretary and perform the following duties:

(1) Keep and be custodian of the financial records of BCA; and

(2) Prepare or cause to be prepared of financial statements of BCA.

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a. Place of Meetings - Meetings of members shall be held at a location selected by the Executive Council.

b. Annual Meetings - An annual meeting of members shall be held at a date close to the Chinese New Year. The specific time and date of the meeting shall be selected by the Executive Council.

c. Special Meetings - Special meetings of members may be called at any time by the president, the executive council, or members having not less than one tenth (1/10) of the votes entitled to be cast at such meeting.

d. Closing of Membership Books and Fixing Record Date - For the purpose of determining members entitled to notice of or entitled to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any purpose, the Executive Council may provide that membership books shall be closed a period not to exceed forty (40) days. In lieu of closing the membership books, the Executive Council may fix in advance a date as the record date for any such determination of members, such date in any case to be not less than ten (10) days prior to the date on which the particular action requiring such determination of members is to be taken. If the membership books are not closed and no record date is fixed for the determination of members entitled to notice or entitle to vote at a meeting of members, the date on which the notice of the meeting is mailed shall be the record date of such determination of members.

e. Notice of Meetings - Written or printed notice stating the place, day and hour of the meting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered, by or at the direction of the president, secretary, officer, person or persons calling the meeting, either personally or by mail to each member of BCA:

(1) If notice of the meeting is mailed, such notice shall be delivered not less than ten (10) days nor more than sixty (60) before the date of the meeting and shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the membership books of BCA, with postage prepaid.

(2) If the notice of the meeting is delivered personally, such notice shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting and shall be deemed delivered when actually received by a member.

f. Quorum - One quarter of the members entitled to vote shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present.

g. Vote of Members - Whenever any BCA action, other than the election of Council members, is to be taken by vote of members, it shall be authorized by a majority of members present at a meeting at which a quorum existed. No proxy voting shall be allowed for any purpose.

h. List of Members - A list of members as of the record date shall be open for inspection at any meeting of members. The list shall be prepared by or under the direction of, and shall be certified by, the secretary.

a. Regular Meeting - The president shall call a Council meeting after an annual meeting of members.

b. Special Meetings - Special meetings can be called by the president or any four members of the Council with location and time determined by the person(s) calling such meeting.

c. Notice of Meetings - The notice of meeting of a Council meeting shall be sent to each Council member by any usual means of communication not less than five (5) days before the meeting. Attendance of a Council member at a meeting shall constitute waiver of notice of such meeting.

d. Quorum and Vote of Council Members - A majority of the Council members then in office shall constitute a quorum for the transaction of business, and the vote of a majority of Council members present at a meeting at which a quorum is present shall be the act of the Executive Council.

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