章程

ARTICLE II

MEMBERS

1. Membership Certificates or Cards- The Board of Directors may, but need not, cause to be issued certificates or cards to evidence membership in the Association. Such membership certificate or card is not transferable.
2. Membership- Membership in the Association sha1l be open to anyone who:
   (a) is a proprietor, partnership, or corporation in the greater New York area, and who is from Taiwan or engaging in business with Taiwan; and
   (b) has been invited to become a member by a majority vote of the Board of Directors or members of the Association.
   Upon payment of any dues or other charges validly assessed, anyone to whom membership is open shall become a member. Any resolution of the Board of Directors and/or any similarly prescribed rules and regulations which the Board of Directors shall proscribe shall regulate the amount and the manner of imposing and collecting any initiation or other fees, and any dues, assessments, fines and penalties, the manner of suspension or termination of membership and reinstatement, if any, and, except as may hereinafter be provided, the rights, liabilities and other incidents of membership. Any such resolution and/or rules and regulations relating to membership in the Association shall be annexed to those By-Laws and shall be deemed to be a component part thereof.
   Except as may herein otherwise be provided, membership shall be Terminated by the death, resignation or expulsion of a member or by the dissolution or liquidation of the Association; and any right or interest of a member shall terminate upon the happening of any such event or otherwise.
   A member shall be liable to the Association only to the extent of any unpaid portion or any initiation fees, dues, and assessments paid by him as the Certificate of Incorporation may require.
3. Record Date of Membership- For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive distributions, or the allotment of any rights, or for the purpose of any other action, the directors may fix, in advance, a date as record date for any such determination of membership. Such record date shal1 hot be more than fifty days and not less than ten days before the date of such mooting or such consent or dissent or other action by the members or the date on which the resolution of directors relating to any distrubution or allotment of rights, as the case may be. If no record. date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; and, in such a case, the record date for determining members for any purpose other than that specified in the preceding clause shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this paragraph, such determination shall apply to any adjournment thereof, unless the directors fix a new record date under this paragraph for the adjourned meeting.
4. Membership Meetings-
   • Time – The annual meeting shall be held on the date fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the incorporation of the Association, and each successive annual meeting shall be held on a date within thirteen months after the date of preceding annual meeting. A special meeting shall be held on the date fixed by the directors except. when the Not-For-Profit Corporation Law confers the right to fix the date upon members.
   • Place- Annual meetings and special meetings shall be held at such place, within or without the State of New York, as the directors, may, from time to time, fix.
   • Call – Annual meetings may be called by the directors or by any officer instructed by the directors to call the meeting. Special meetings may be called in. like manner except when the directors are required by the Not-For-Profit Corporation Law to call a meeting, or except when the members are entitled by the said Law to demand the call of a meeting.
   • Notice or Actual or Constructive Waiver of Notice- Written notice of all meetings shall be given, stating the place, date, and hour of the meeting, and unless it is an annual meeting, it shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice of an annual mooting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, (if any other action is to bo taken at such annual meeting) state that purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called; and, at any such meeting, only such business may bo transacted which is related to the purpose or purposes set forth in the notice. If the directors shall adopt, amend, or repeal a section of the By-Laws regulating an impending election of directors, the notice of the next meeting for election of directors shall set forth the section so adopted, amended or repealed, together with a concise statement of the change made. A copy of the notice of any meeting shall be given to each member as it appears upon the records of the Association. If the notice is given personally or by first class mail, it shall be given not less than ten nor more than fifty days before the date of the meeting or, if mailed by any other class of mail, it shall be given not less than fifteen nor more than sixty days before such date. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Post office department. If a meeting is adjourned to another time or place, and, if any announcement of the adjourned time or place is made at such meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a now rocord date for the adjourned meeting. Notice of a meeting need not be given to any member who submits a signed waiver of notice before or after the meeting. The attendance of a member at a meeting without protesting prior to the conclusion of the meeting the lack of such meeting shall constitute a waiver of notice by him.
   • Members’ List or Record and Challenge- A list or record of members as of the record date, certified by the Secretary or other officer responsible for its preparation, shall be produced at any meeting of members upon the request of any member who has given written notice, to the Association at least ton days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting.
   • Annual Report of Directors- The Board of Directors shall present at each annual meeting of members its report, which shall set forth the statements and shall be executed in the manner prescribed by Section 519 of the Not-For-Profit Law. Such report shall be filed with the records of the Association and either a copy or an abstract thereof shall be entered in the minutes of the proceedings of such annual meeting of mombers.
   • Conduct of Meeting – Meetings of the members shall be presided over by one of the following officers in his order of seniority and if present and acting- the President, Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the members. The Secretary of the Association, or in his absence, an Assistant Secretary, shall act as secretary of of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.
   • Proxy Representation- Every member may authorize another person or persons to act for him by proxy in all matters in which a member is entitled to participate, whether by waiving notice of any meeting, voting, or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the member or his attor.neys in fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by the Not-For-Profit Corporation Law.
   • Inspectors-Appointment- The directors, in advance of any meeting, may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case’ any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appoint made by the directors. in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality. The inspectors, if any, shall determine the number of membership certificates or cards, if any, or the number of memberships outstanding and the voting power of each, if any, or the number of memberships represented at the meeting. the existence of a quorum, the validity and effect of proxies; and shall receive votes, ballots or consents, hear or determine all challenges and questions arising in connection with the right to vote; count and tabulate all votes, ballots or consents; determine the result, and do such acts as are proper to conduct the election or vote with fairness to all members. Upon request of the person presiding at the meeting or any member,the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or then and execute a certificate of any fact found by him or them.
   • Quorum- Except for the special election of directors pursuant to Section 604 of the Not-For-Profit Corporation Law, and except as herein otherwise provided, the members entitled to cast thirty votes or one-third of the total number of votes entitled to be cast, whichever is less, shall constitute a quorum at a meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
   • Voting- Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the Not-For-Profit Corporation Law prescribes a different proportion of votes; provided that the said majority of the affirmative votes cast shall be at least equal to a quorum.
   • Membership Action Without Meetings- Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, of all members.

ARTICLE III

BOARD OF DIRECTORS

1. Functions and Definitions- The Association shall be managed by a governing board, which is herein referred to as the “Board of Directors” or “the Board” notwithstanding that the members thereof may otherwise bear the titles of Trustees, managers, or governors or any other designated title. The word “director” or “directors” likewise herein refers to a member or members of the governing board notwithstanding the designation of different official title or titles. The use of the phrase “entire board” herein refers to the total number of direc-. tors which the Association would have if there were no vacancies.
2. Qualifications and Number- Each director ‘and each representative of a corporate or partnership director shall be at least nineteen years of age. A director shall be a member during his directorship. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the members or of the directors, or, if the number is not so fixed, the number shall be seven (7). This number shall not be reduced unless the total membership of the Association falls below 7 members. In that case, the Board of Directors shall consist of as many directors as there are members of the Association. Subject to the foregoing, the number of directors may be increased or decreased by action of the members or of the directors provided that’ any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire Board. No decrease shall shorten the term of any incumbent directors.
3. Election and Term- The first Board of Directors shall consist of those persons elected by the incorporators and shall hold office until the first annual meeting of members and until their successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of members, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual mooting of members and until their successors have been elected and qualified. In the interim between annual meetings of members or of special meetings of members called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of the remaining directors then in office.
4. Meetings
   • Time- Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
   • Place -Meetings shall be held at such place within or without the
       State of New York as shall be fixed by the Board.
            Call- No call shall be required for regular or annual meetings for which the time and place have been fixed. Special meetings may be called by the President or a Vice-President.
   • Notice or Actual or Constructive Waiver- No notice shall be required for annual or regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat unless the lapse of such time has been waived. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing of notice shall be waived by. any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
   • Quorum and Action- Except as hereinafter provided, fifteen (15) or majority of the entire Board whichever is loss, shall constitute a quorum. A majority of the directors present, whether or not a quorun is present, may adjourn a meeting to another time and place. Except ns otherwise provided by the Not-For-Profit Corporation Law and except as in these By-Laws, the act of the Board shall bee the act at a meeting duly assembled, by vote of a majority of the directors present at the time of the vote, a quorum being present at such time.
   • Chairman of the Meeting- The President if present and acting, shall preside at all meetings. Otherwise, any other director chosen by the Board shall preside.
5. Removal of Directors- Any or all of the directors may. Be removed for: cause or without cause by the members. One or more of the directors may be removed for cause by the Board of Directors.
6. Committees- Whenever the Board of Directors shall consist of more than seven (7) members, the Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate’ from their number seven (7) or more directors to constitute an Executive Committee and other standing committees, each of which, to the extent provided in the resolution designating it, shall have the authority of the Board of Directors with the exception of any authority the delegation of which is prohibited by Section 712(b) of the Not-For-Profit Corporation Law. Additionally, the Board of Directors may provide for special committees of the Board, which shall have such powers as the Board may lawfully dolegate. Members of such special committees may be appointed by the Board, or by the Chairman of the Board, if any, or by the President when so authorized by the Board.

ARTICLE IV

OFFICERS

The directors may elect or appoint a President,one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may deem necessary. The President? may, but need not, be a director. Any two or more offices may be held by the same person except the offices of President and Secretary.
Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of members and until his successor has been elected and qualified.
Officers shall have the powers and duties defined in the resolutions appointing them or, if none, such powers and duties as are customarily exercised by such officers.

The Board of Directors may remove any officer for cause or without cause.

ARTICLE V

BOOKS AND RECORDS

The corporation shall. keep at the office of the Association within the State of New York correct and complete books and records of account and shall keep minutes of the proceedings of the members, the Board of Directors, and any committee which the directors may appoint, and a list or record containing the names and addresses of all members. Any of the foregoing books, minutes, or lists or records may be in written form or any other form capable of being converted into written form within a reasonable time.

ARTICLE VI

CORPORATE SEAL

The corporate seal, if any, shall. be in such form as the Board of Directors shall proscribe.

ARTICLE VII

FISCAL YEAR

The fiscal year the Association shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VIII

DISSOLUTION

Upon dissolution of the Association, the directors sha1l,after payment of the debts and obligations of the Association, transfer or distribute its assets, if any, to any Not-For-Profit organization of their choice which shall be final.

ARTICLE IX

CONTROL OVER BY-LAWS

The members entitled to vote in the election of directors or the directors upon compliance with any statutory requisite may amend or repeal the By-Laws and may adopt new By-Laws, except that the directors may not amend or repeal any By-Law or adopt any By-Law,the statutory control over which is vested exclusively in the said members or in the incorporators. Subject to the foregoing, By-Laws adopted by the incorporators, members, or directors may be amended or repealed by the members or directors, “as the case may arise.