BYLAWS
ARTICLE I
ORGANIZATION
Section 1. Name The name of this organization shall be
Birmingham Chinese Association, hereinafter referred to as BCA. The BCA is a not-for-profit corporation
registered in the State of Alabama and is recognized by the IRS as a Section
501(c)(7) Social Organization and therefore exempt from federal income tax
under Section 501(c)(7) of the Internal Revenue Code of 1954, as amended (or
any successor provision of said code).
Section 2. Objectives
a. To encourage constructive spirit and fellowship among the
Chinese community in the metropolitan area of
b. To promote friendship and common welfare among persons who live
in the
c. To promote education, professional service, and businesses in
the
d. To maintain a BCA Foundation for the purpose of supporting
charitable, educational, and other related activities consistent with the IRS
Section 501(c)3 organization objectives.
Separate Articles shall be established to govern the effective operation
of the BCA Foundation.
e. To engage in other lawful activities compatible with the main BCA
objectives as mentioned above.
ARTICLE II
MEMBERS
Section 1. Membership. There are two classes of membership:
a. Regular Members: All
members of the ethnic Chinese population in the
b. Supporting Members: Regular Members become Supporting Members
by paying the full amount of annual or lifetime membership dues. Supporting Membership is also open to persons
of non-Chinese ancestry if they are interested in Chinese culture and pay the
membership fee. Supporting Members differ
from Regular Members by having the right to vote for BCA officers and all other
BCA-associated matters.
Section 2. Appointment
of Membership. Regular Members and Supporting
Member will receive a confirmation letter or e-mail after they meet the
membership requirements. To the best
interest of BCA, the Board of Directors shall have the power to rescind any
Supporting Membership based on majority votes.
Section 3. Maintenance
of Membership and Registration. Supporting Membership of BCA is maintained by the
payment of appropriate annual or lifetime dues.
Section 4. Membership Dues.
The amount of annual and lifetime dues shall be determined by a majority vote
of the Board of Directors. Dues stated
in the membership application form are payable on or before the annual general meeting
and should cover the period of that entire calendar year.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General
Powers. The BCA affairs shall be
managed by the Board of Directors.
Section 2. Number and
Qualification. The standard number
of Directors shall be seven (7), but the board may elect to alter this number
between a minimum of five (5) and a maximum of nine (9) based on the prevailing
circumstances within each term. Each Director
must be at least eighteen (18) years of age and a BCA Supporting Member in good
standing.
Section 3. Election and
Term of Office. New BCA Directors
shall be elected each year at the annual general meeting or in an annual e-mail
poll of Supporting Members, as determined by the then current Board of
Directors. They shall be elected by a
plurality of the votes cast by members in an election. Each Director shall hold office until the
next election or until a successor has been elected and certified. With rare exceptions, a President, a Vice
President and five (5) Directors shall be elected each year, with the President
also serving as the chairperson of the Board of Directors. With the exception of the President and Vice
President, the elected directors shall fill the other officer roles as defined
in Section 6, and as appointed by action of the Board of Directors at the
beginning of each term.
Section 4. Removal of Directors. Any or all Directors can be removed without
cause by two thirds of the votes cast by Supporting Members.
Section
5: Resignations and Vacancies. A
Director may resign by delivery of written notice to BCA President or by
resigning BCA membership. The BCA
President may elect to appoint replacement trustees to complete unfinished
trustee terms resulting from resignations, or to leave the position unfilled
until the new annual election of directors.
Section 6. Officers. BCA shall have a president, a vice-president,
a secretary, a treasurer, a director of public relations, and other officers deemed
necessary by the Board of Directors. Directors
shall not hold dual or multiple positions.
a. President. As the equivalent
of chief executive officer of BCA and elected by Supporting Members, the
President shall lead all BCA affairs and ensure the effective implementation of
all resolutions approved by the Board of Directors. The President shall also certify the annual
BCA financial statements prepared by the Treasurer and communicate with leaders
of local businesses, governmental agencies and political groups to promote BCA
affairs.
b. Vice President. The Vice
President shall assist the President in the management of BCA. The Vice President shall perform additional duties
as may, from time to time, be assigned by the President. In the absence of the President, or in the
event of the President’s death or inability to act as President, the Vice
President shall take over the duties of the President, and, in doing so, shall
have all applicable powers and restrictions.
c. Secretary. The Secretary
shall be a Director and appointed as stated in Section 3. The secretary shall have the following
duties:
(1) keep or cause to be kept of records of the official proceedings
and actions of BCA members and the Board of Directors in one or more books provided
for that purpose;
(2) see that all notices are duly given and filed in accordance
with these by-laws or as required by law;
(3) be custodian of BCA records;
(4) make the required annual submission of proper documentation to
the IRS;
(5) perform other duties that may be assigned by the President or
the Board of Directors;
(6) edit a BCA Newsletter
for occasional publication.
d. Treasurer. The Treasurer shall be a Director and
appointed as stated in Section 3. The Treasurer
shall have the following duties:
(1) have custody of and be responsible for all funds and investments
payable to BCA;
(2) receive membership dues and deposit funds to BCA bank account;
(3) account for and manage funds designated for the BCA Foundation
as required by the BCA Foundation Articles;
(4) keep records of all BCA financial transactions as deemed
necessary by the Board of Directors;
(5) prepare or cause to be prepared annual BCA and BCA Foundation financial
statements at the end of each calendar year.
(6) perform incidental duties assigned by the President or the Board
of Directors.
Section 7. Advisory Board.
BCA may recognize the Presidents of local independent organizations as
Advisors regardless of their respective status of BCA membership. Advisors may be invited to all Board meetings
but shall not have voting rights in BCA matters. The Secretary shall maintain a list of these
independent organizations with close relations to
Section 8. Compensation. BCA Directors shall not receive any salaries
for their services. However, under the
approval by the majority of Directors, expenses incurred during BCA businesses
and with valid receipts may be reimbursed.
Section 9. Public
Statements. BCA members shall never make
statements on behalf of BCA without the explicit approval by the Board of
Directors.
Article IV
membership directory
section
1. Membership Directory. BCA
Membership Directory is updated annually. Supporting Members are responsible
for notifying BCA officer of changes in contact information.
section
2. Distribution. The Directory shall be disseminated to
Supporting Members by regular mail or e-mail.
Regular members may also receive copies by email or by other method as
determined by the Board of Directors. A current
mailing list of Supporting Members shall be maintained to ensure that all
voting members can be reached by regular mail or e-mail.
Article V
MEETINGS
section
1. General Meetings.
a. Place of General Meetings. General meeting open to all members (both Regular
and Supporting) shall be held at a location selected by the Board of Directors.
b. Time of General Meetings. General meetings may be called at any time by
the President, the Board of Directors, or Supporting Members having no less
than one tenth (1/10) of the votes entitled to be cast at such meeting.
d. Notice of General Meetings. Written or printed notice stating the place,
day and hour of the meeting, 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, the
Board of Directors, or person or persons calling the general meeting, either
personally, by e-mail, or by postal service mail to all Supporting Members.
Notice shall be delivered not less than ten (10) days and no more
than sixty (60) days before the date of the meeting and shall be deemed to be
delivered when distributed to the Supporting Member via e-mail or regular mail,
whichever is available.
e. Quorum. One quarter of the Supporting 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.
f. Vote of Supporting
Members. Any BCA action, other than the
election of Directors, shall be validated by a majority voting from Supporting
Members present at a meeting. No proxy
voting shall be allowed for any purpose.
Section 2. Meeting of the
Board of Directors.
a. Board Meetings. Board meetings shall be called by the President
or any four Directors, with location and time determined by the person(s)
calling for such meeting.
b. Notice of Meetings. The notice of a Board meeting shall be sent
to each Director by any usual means of communication, not less than five (5)
days before the meeting.
c. Quorum and Vote of Directors. A majority of the Directors then in office
shall constitute a quorum for the transaction of business within the powers of
the Board; a vote by the majority of Directors present at the meeting at which
a quorum is present shall be deemed the consensus act of the Board of Directors.
ARTICLE VI
BYLAW AMENDMENT PROCEDURE
Section 1. Proposal of
Amendment. Amendments to these
bylaws may be proposed by the Board of Directors on its own initiative or upon
the request by 20 or more active Supporting Members of BCA.
Section 2. Publication. Proposed amendment shall be sent to each
Supporting Member at least 30 days prior to the meeting at which they are to be
voted upon or the due date when an e-mail ballot is to be counted. Whenever feasible, Regular Members and BCA
Board of Advisors can also be invited to comment on proposed amendments.
Section 3. Approval. Amendment to the bylaws shall require
approval by two-thirds of the voting Supporting Members present and voting at a
meeting of Supporting Members at which a quorum is present, or by a majority of
all Supporting Members in an e-mail ballot.
ARTICLE VII
ACTION BY CONSENT
Any action required to be, or any other action which may be, taken
at a meeting of Supporting Members may be taken without a meeting if a consent
in writing setting forth the action to be taken shall be signed by a majority
of the Supporting Membership. An e-mail
reply to a proposal by a Supporting Member shall constitute written consent.