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Amendment May 3, 2008

 

Amendment May 3, 2008

作者是 基金會秘書

週六, 03 五月 2008 22:03

Amendment to the Bylaws of

The National Cheng Kung University North America Alumni Foundations, Inc.

May 3, 2008

 Section 1 of Article I:

“The office designated by its President” should be modified as:

“The office designated by its Board of Directors”.

 

Section 2 of Article I:

 

“have offices” should be modified as

“have additional offices”

 

“The foundation may require for local chapters” be modified as:

“The foundation may require.”.

 

“The local chapters are the Greater New York, Los Angeles, San Francisco, Houston, Chicago, and Washington, D.C.” be deleted.

 

Section 3 of Article I:

 

“by sponsoring and supporting social and cultural events, and by publishing documentaries of the member's achievement.”  be deleted

 

“The fund can be used to support construction of an alumni center on campus, subsidize trips, and annual events approved by Board of Directors” be deleted.

 

Section 4 of Article I:

 

“To establish a scholarship fund for engineering, medical, literature, education, business, and related science and culture fields; to solicit funds; to hold meetings, seminars, and gatherings; and to provide speakers for the above purposes; and to promote the advancement of Engineering Science, and culture exchange among professionals.”

be modified as:

“To promote the advancement of engineering, medical, literature, education, business, and all related fields. To promote culture exchange among professions and members of the Association.”

 

“ A President Chao Nee…” sentence be deleted.

 

Section 5 of article I

 

“To establish a fund to help improve the care of needy members and to assist economic rehabilitation of deserving disadvantaged members, including, but not limited to, the granting of loans free of interest or any other charges.” be modified as:

“To help improve the care of needy Association members and to assist economic rehabilitation of deserving disadvantaged Association members”

 

Section 1 of Article II:

 

“The membership shall be divided into two categories: ” be modified as:

“The membership shall consist of two categories:”

 

Active Members section be deleted and replaced with:

“Any person who has been awarded a degree or attended classes at National Cheng Kung University, or is a member or formal member of the National Cheng Kung University Faculty can become an active member by registration. An Active Member must reside in North America and always keep an accurate e-mail address or an accurate mailing address if he does not have an e-mail address.”

 

“An honorary member shall be exempt from paying any dues or fees whatsoever, but shall be entitled to all privileges of active members except the right to vote or hold office.”  be modified as:

”An honorary member do not vote but shall be entitled to all other privileges of an active member.”

 

Section 2 of Article II: Be deleted.

 

Section 3 of Article II:

 

“Termination of Membership: Membership is automatically terminated by the death and/or resignation of the member.” be replaced by:

“Termination of Membership: Membership is automatically terminated by the death, resignation of the member, inaccurate e-mail address, or inaccurate mailing address if the e-mailing address is unavailable”

 

“The rights and privileges of the members, excepts when expressly stated to the contrary herein, are not in any way transferable.” be deleted.

 

Section 4 of Article II:

 

“The site of the meeting will be selected by the Board of Directors. The meeting shall be held the first week of July every year unless otherwise determined from time-to-time by the Board of Directors.” be replaced by

“The format, site, date of the meeting shall be determined by the Board of Directors.”

 

Section 5 of article II be deleted

 

Section 7 of Article II

“Notice of the annual meeting” be modify “Notice of the meeting”

“personally or by first class mail” be modified as:

“by e-mail or by first class mail if e-mail is unavailable”

 

“less than thirty days” be modified as:

“less than fifteen days”

 

“and on whose authority and shall be given personal or by first class mail not less than ten days before the date for such meeting to all members” be deleted

 

Section 8 of Article II

“Such lists shall be irrefutable proof of the member’s right” be deleted.

 

Section 11 of Article II be  deleted.

 

Section 3 of Article III:

“minimum of 5” be  modified as:

“minimum of 15”

 

“the total number of directors shall not be more than 10” be modified as:

“the total number of voted directors shall not be more than 21”

 

Section 4 of Article III: The whole section is deleted and amended as follows:

“The Director’s term of office shall be 4 years and can be re-elected. The Directors’ term are staggered so half of the Directors are up for re-election every 2 years before the annual convection.  A nominating committee shall recommend a slate of  candidates to the active members for voting via E-ballots.

 

Vacancies due to resignation or death can be filled by a majority E-vote of the Board. Director elected to fill such a vacancy shall hold office for the unexpired term of his predecessor.

 

In case the current President of the Foundation and Association are not elected by vote, they shall be on the board. Their term will be terminated as soon as they are not the President of that organization”

 

Section 7 of Article III: Quorum of Directors:

“One-half of the entire Board …” be modified as

“A majority of the authorized number of Directors …”.

 

Section 9 of Article III: Chairman of the Board and Executive Committee:

 

The whole section be deleted and replaced with:

“Chairman of the Board There shall be a Chairman of the Board elected by the Board of Directors. The term of the Chairman shall be two years and can be re-elected. The Chairman of the Board shall preside at all member meeting and Board of Directors meeting.”

 

Section 10 of Article III: Meeting of the Board:

The whole section be deleted and replaced with:

“ Regular or special meetings of the Board may be held at any place within North America or outside of North America that has been designated from time to time by resolution  of  the  Board.   Any  meeting  regular  or  special  may  be  held  by conference telephone or similar communication equipment, so long as all Directors participating can hear one another, and all such Directors shall be deemed to be present in person at such meetings. The Board of Directors shall hold a regular annual meeting for the purpose of organization, election of Directors and Officers, and the transaction of other business. Special meeting of the Board may be called at any time by the Chairman, the President, and any three Directors. Notice of these meetings must be mailed or e-mailed to all Directors seven calendar days prior to the meeting. All such notices shall be sent to the Director’s e-mail address or mailing address as shown on the records of the Foundation.”

 

Section 12 of Article III

“except the Nomination Committee” be deleted.

 

“The Nomination Committee shall be comprised of the current President of the Association as the Chairman and two members at large. The Committee is responsible for nominating the new Board of Directors before the Annual Meeting.”  be deleted

 

Section 14 of article III

“ No contract or other transaction between this Foundation and one or more of its directors or offices of between this Foundation and any other Foundation, corporation, firm, or other entity in which one or more of its directors are directors, officers, or have a financial interest in this Foundation shall be either void or violable for this reason alone. ” be deleted.

 

“However, the contract or other transaction to be valid shall require the approval or a majority of the members of the Board, excluding the interested director or directors' vote or votes but including such in determining the majority.” be modified as:

“The contract or other transaction to be valid shall require the approval of a majority of the members of the Board, excluding the interested director or directors' vote or votes.”

 

Section 1 of Article IV :

 

“The president may, but need not, be a director. The address of the president should coincide with the location of the future meetings during his expected term as president of the Foundation.” be deleted.

 

Section 2 of Article IV: Election: The whole section be deleted and replaced with:

“The president, the secretary, and the treasurer are appointed by the Chairman of the Board with approval of the Board. All officers shall hold office for a term of two years and can be re-appointed. ”

 

Section 3 of Article IV:

“an ex officio member” be modified as:

“a member”

 

“subject to the control of the Executive Committee. He shall have the power to sign and execute all contracts, documents, and instruments of conveyance in the name of the Foundation, to sign checks, drafts, notes and orders for the payment of money, and to appoint and discharge agents and employees, subject to the approval of the Executive Committee” be deleted.

 

Section 4 of Article IV:

 

“an ex officio member” be modified as “a member”

 

“The Secretary shall keep the minutes of all meetings of the Board of Directors, and unless otherwise directed, the minutes of all meetings of committees shall be kept in books provided for that purpose. He shall give or cause to be given notice of all meetings to directors and all other notices required by law or by these by-laws, and in case of his absence or refusal to do so, any such notice may be given by any person so directed by the President or by the directors upon whose requisition the meeting is called. He shall have the custody of the seal of the Foundation and affix the same to all instruments requiring it when authorized by the directors or the president and attest the same.” be replace by:

“The secretary shall keep an accurate membership list. He shall keep and cause to keep the minutes of all meetings of the Board of Directors and all meetings of the members., and unless otherwise directed, the minutes of all meetings of committees.”

 

“He shall have the custody of the seal of the Foundation and affix the same to all instruments requiring it when authorized by the directors or the president and attest the same. ” be deleted.

 

Section 5 of Article IV

“He shall receive and give or cause to be given receipts and acquaintances for moneys paid in the account of the Foundation and shall payout of the funds on hand all just debts of the Company of whatever nature upon maturity of the Same; he shall enter or cause to be entered in books of the Company to be kept for that purpose full and accurate accounts of all moneys received and paid out on account of the Foundation, and whenever required by the President or the directors, he shall render a statement of his accounts. He shall keep or cause to be kept such other books as will show a true account of the expenses, losses, gains, assets, and liabilities of the Foundation; he shall at all reasonable times exhibit his books and account to any director of the Foundation during business hours; he shall sign all checks on behalf of the Foundation upon any and all of its bank accounts. All checks, however, shall bear the countersignature of the President. The Treasurer shall file and preserve all vouchers. He shall execute and file with the Board of Directors a bond conditioned upon the faithful performance of his duties, as treasurer, in any amount fixed by the Board of Directors.” be replaced by:

“He shall, in general, perform all the duties incident to the office of the Treasurer.”

 

Section 4 of Article V Amendments:

The whole section be deleted an replaced by:

“Any active member may propose amendments to the By-laws if the proposal is endorsed by at least one fifth of the Directors of the Board. Upon receiving the proposed amendment, the Board of Directors shall within sixty days distribute the ballots with copies of proposed amendment to all active members. Amendments to the By-laws shall come into force after they have been rectified by more than two third of all casted votes.”

 

 

Add new Section 5 to Article V as:

“ 5. Rules of Order: Federal Standard Code of Parliamentary Procedure, latest revised edition, shall govern all matters not provided for by this Bylaws.”

 

Add new Section 6 to Article V as:

“ 6. Dissolution: In the event of dissolution of the Foundation, the Board shall determine how to allocate the remaining funds in compliance with the federal law.”

 

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