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DETROIT CHINESE ENGINEERS ASSOCIATION
(Revised and Adopted on May 19, 2005)
Article I: NAME, PURPOSE
Section 1.1 Name
Section 1.2 Objective
Article II: MEMBERSHIP
Section 2.1 Membership
Section 2,2 Full
Section 2,3 Student
Section 2.4 Lifetime
Section 2.5 Corporate
Section 24 Suspension of Membership
Article III: MEETINGS
Section 3.1 Business Meetings
Section 3.2 Special Meetings
Section 3.3 Notice of Meetings
Section 3.4 Place of Meetings
Section 3.5 Quorum
Section 3.4 Voting Rights
Section 3.7 Organization
Article IV: BOARD OF DIRECTORS
Section 4.1 The Board
Section 4.2 Voting rights
Section 4.3 Board meetings
Section 4.4 Nomination & Election
Section 4.5 Term Limits
Article V: COMMITTEES
Section 5.1 Executive Committee
Section 5.2 Nominating Committee
Section 5.3 Bylaws Committee
Section 5.4 Other Committees
Article VI: OFFICERS
Section 6.1 Officers
Section 6.2 President 2
Section 6.3 Vice President
Section 6.4 Treasurer
Section 6.5 Secretary
Section 6.6 Term Limits
Article VII: AMENDMENTS
Section 7.1 Proposal of Amendments
Section 7.2 Notice of Amendments
Section 7.3 Discussion of Amendment
Section 7.4 Language of Amendment
Section 7.5 Submission of Amendment
Section 7.6 Voting on Amendment
Section 7.7 Approval of Amendment
Article VIII: DISSOLUTION OF THE CORPORATION
Section 8.1 Dissolution
Section 8.2 Disposition of Assets 3
DETROIT CHINESE ENGINEER ASSOCIATION
ARTICLE I: NAME, PURPOSE
Section 1.1 Name. The name of this Corporation shall be the Detroit Chinese Engineer
Association. The approved abbreviation of the name shall be DCEA. The headquarters
of the Association sha1l be in the greater Detroit Metropolitan area.
Section 1.2 Purpose. The purpose for which the Corporation is organized are:
(1) To operate exclusively for the purposes set forth in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”), including for such purposes the
making of distributions to organizations that qualify as exempt organizations under
Code Section 501 (c)(3).
(2) To received and administer funds; to acquire, invest, dispose of, and deal with real
and personal property and interests therein; and to apply gifts, grants, contributions,
bequests and devises, and the income and proceeds thereof, in furtherance of the
purposes of the Corporation, with all the powers conferred upon it by the provisions of
the Michigan Nonprofit Corporation Act (the “Act”) and by the Articles of Incorporation
and the bylaws of the Corporation.
(3) To promote greater communication among Chinese American engineers and to
advance technology and the careers of the members.
(4) Notwithstanding any other provisions of these Articles, the Corporation shall not
carry on any other activities not permitted to be carried on by a corporation exempt from
federal income tax under Code Section 501(c)(3), or by a corporation, contributions to
which are deductible under Code Section 170(c)(2).
(5) No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, its directors, officers or other private persons, except that the
Corporation shall be authorized to pay reasonable compensation for services rendered
and to make payments in furtherance of the purpose set forth in Article 1.
(6) No substantial part of the activities of the Corporation shall be the carrying on or
propaganda, or otherwise attempting to influence legislation, (except as provided in
Code Section 501(h) and the Corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) and political campaign on behalf
of (or in opposition to) any candidate for public office.
ARTICLE II: MEMBERSHIP
Section 2.1 Membership. The association shall have four (4) categories of membership: 4
full, student, lifetime or corporate. Membership shall be subject to the approval by a
simple majority of the Membership Committee, and payment of such dues as
determined by the Board of Directors. Membership in this association shall be open to
all persons who are in agreement with it primary purpose regardless of race, gender,
religion, nationality or occupation. Membership is not restricted to persons living or
working in the greater Detroit metropolitan area.
Section 2.2 Full. Membership is for individuals who subscribe to the goals of the
Association and pay full membership dues. Full membership entitles the individual to
vote and other rights and privileges as defined by the Association.
Section 2.3 Student. Full time students who are pursuing a matriculated degree
program at a university shall be eligible for student membership. Student members shall
not have voting rights.
Section 2.4 Lifetime. Members who elect to pay the one time Lifetime membership
dues as determined by the Board of Directors shall enjoy the benefits as a full member
for as long as the Association will exist.
Section 2.5 Corporate. Corporations, small businesses, academic institutions,
professional societies, and the private sector can be a Corporate Member for one (1)
year by sponsoring the annual conferences and/or special DCEA event or by paying the
appropriate sponsoring fee for that calendar year.
Section 2.6 Termination of Membership. Members who have not paid dues for two
consecutive years will be terminated
ARTICLE III: MEETINGS
Section 3.1 Business Meetings. Annual business meeting of members shall be held in
early December or such dates as may be set by the Board of Directors. A minimum
agenda will be required and will include reports by or on behalf of the President,
Treasurer, and Secretary.
Section 3.2 Special Meetings. Special meetings of members may be held whenever
called by vote of the Board of Directors and shall require a published agenda.
Section 3.3 Notice of Meetings. Except as otherwise required by statute, written notice
of each meeting of members, whether annual or special, shall be sent to each member
at least twenty (20) days before the day on which the meeting is to be held.
Section 3.4 Place of Meetings. All meetings of members shall be held at such place or
places as determined by the Board or Directors. 5
Section 3.5 Quorum. Twenty (20) members present in person or by proxy or one-tenth
(1/10) of the total membership, whichever is less shall constitute a quorum for a general
or special meeting of members. Validity of the proxies will be established by the
Secretary of the Association.
Section 3.6 Voting Rights. Each full, lifetime or corporate member in good standing
shall have the right to one (1) vote at all meetings of members. Such a vote may be
exercised in person or by proxy.
Section 3.7 Organizations. The President shall call meetings of members to order and
act as Chairperson of such meeting. The meeting shall be conducted under Roberts
Rules of Order. In the absence of the President, the Vice President shall preside.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1 The Board. Management of all the affairs and interests of the Association
shall be vested in a Board of Directors. There shall be no more than eighteen (18) and
no less than eleven (11) voting members of the Board of Directors. Four (4) or five (5)
members shall be elected at large by the membership and shall serve three (3) years
with staggered terms so that four (4) or five (5) at large members will be elected each
year. The officers are elected from the Board of Directors as described in Article 4.4. In
the event that a board member cannot serve out the full term, the Board will have the
discretion to appoint a member to serve the remaining term of the retired board member.
Section 4.2 Voting Rights. Each voting Director shall have one (1) vote at all Board
meetings. A Director may participate and vote at such meetings by means of electronic
communication devices (if available) allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at the meeting.
Section 4.3 Board Meetings. The annual meeting of the Board of Directors shall be
held following each election. Other meetings of the Board of Directors shall be held
whenever called by the President or majority of the voting Directors currently in office.
Section 4.4 Nomination and Election.
a) Nominating Committee: Three (3) months prior to elections, the Board shall appoint a
Nominating Committee of at least three members who have been members for more
than one (l) year. Any member in good standing may suggest to the Nominating
Committee, in writing, nominees for Director of the Association and officers elect. The
Immediate Past President shall chair the nominating committee.
b) Slate: The nominating committee will prepare a slate of candidates, for Directors to fill
all vacancies on the Board of Directors. Appropriate biographical sketches on each
candidate and a short statement from the candidate should be provided. All candidates 6
for Directors must be members in good standing and must give prior consent to serve
on the Board of Directors if elected.
c) Ballot: An official ballot shall be sent to each member in good standing no later than
thirty days (30) prior to the election. The ballot shall include the following item:
* List of nominations for all the vacancies.
* A blank adjoining the name of each candidate and a space for write in a substitute
* A set of standard instruction for voting.
d) Voting and Tabulation: The official ballots shall be tallied by the Secretary and a teller
appointed by the President. All ballots shall be verified by the Secretary for eligibility. In
the event of a tie, the tie shall be broken by the drawing of lots in the presence of the
President and a Board Director.
e) Notification: The President shall announce the results of the election at the general
Section 4.5 Term Limits. No Board member or officer shall serve more than two
(2)consecutive three (3) year terms, and no officer shall serve consecutive one (1) year
terms except Treasurer position. All board members will be eligible for re-election after
one (1) year of absence.
ARTICLE V: COMMITTEES
Section 5.1 Executive Committee. The Executive Committee consists of the President,
Vice President, Secretary, and Treasurer. During the interval between Board meetings,
the Executive Committee shall exercise all the powers in the management and direction
of the business affairs of the Association in the best interest of the Association, subject
to approval by the Board of Directors by electronic means.
Section 5.2 Nominating Committee. Defined in Article 4,4.
Section 5.3 Bylaws Committee. The Bylaw Committee shall be responsible for
amending the Bylaws of the Association as described in Article 7. The President shall
appoint the Chairperson when the need arises.
Section 5.4 Other Committees. The Board of Directors can designate other special
committees to carry out functions as may be deemed advisable. Such committees may
be conference committee, newsletter committee, awards committee, or a special
committee approved by the Board, The chairperson of such committees does not have
to be a board member.
ARTICLE VI: OFFICERS 7
Section 6.1 Officers. The Executive officers of the Association shall be a President,
Vice President, Secretary, and Treasurer. All of whom have been elected as Directors
of the Board by the membership.
Section 6.2 President. The President shall be the chief Executive Officer of the
Association and shall serve for one (1) year. The President’s duties are to:
a) Preside at all meetings of the members and of the Board of Directors,
b) Have general and active management of the business of the Association,
c) See that all orders and resolutions of the Board are carried into effect,
d) Execute all contracts and agreements authorized by the Board of Directors,
e) Appoint chairpersons to ad hoc committees,
f) Supervise other officers of the Association to see that their duties are performed, and
g) Submit a report on the operations of the Association for the year at the general
Upon completion of the one (1) year term of office, he or she becomes the chairperson
of the Nominating Committee and Awards Committee.
Section 6.3 Vice President. The vice president shall serve one (1) year and shall be
vested in all the powers of the President in the President’s absence or disability. The
Vice President shall perform such other duties as may be prescribed by the Board of
Upon completion of the one (1) year term of office, the Vice President becomes the
Section 6.4 Treasurer. The treasurer shall have custody to funds and securities of the
Association. The Treasurer’s specific duties also include:
a) Maintain a current record of the financial assets of the Association,
b) Work with Finance Director to prepare and propose an annual budget for Board
approval at the first Board meeting of the year,
c) Keep full and accurate receipts of all transactions and disbursements, and manage
the checking and savings accounts for the association, and
d) Work with Finance Director to advise the President and the Board of Directors short
term and long term financial strategies.
Section 6.5 Secretary. The Secretary shall serve a one (1) year term and maintains the
records of the Association. The Secretary shall perform the following duties:
a) Record the minutes of all meetings of members and board meetings,
b) Work with Membership Director to update the membership list periodically,
c) Work with Menbership Director to prepare the membership directory for distribution to
all members once a year,
d) Retain all corporate and legal papers of the Association. 8
Section 6 6 Term Limits.
Defined in Section 4.5
ARTICLE VII: AMENDMENTS
Section 7.1 Proposal of Amendments. Amendments to the bylaws shall be proposed
by a member. Any member may submit, in writing, a proposed amendment to the Board
of Directors. Upon approval by the said board, the Bylaws Committee will draft the
proposed amendment and direct the notice of amendment in Article 7.2.
Section 7.2 Notice of Amendment. Notice of any proposed amendment, for which
notice is required, shall be sent to each member in good standing. Said notice shall be
sent not less than thirty (30) days prior to the business meeting at which time such
amendment is to be discussed.
Section 7.3 Discussion of Amendment. Any proposed amendments for which notice
has been properly given shall be in order for discussion by the members. The Board of
Directors shall submit the proposed amendment to the full membership for adoption
according to article 5.3.
Section 7.4 Language of Amendment. The Bylaws Committee shall review the
language of a proposed amendment for technical accuracy and shall make any changes
to the language and any other changes in the existing bylaws which are affected by the
newly proposed amendment.
Section 7.5 Submission of Amendment. All proposed amendments are to be
submitted to the membership, shall be transmitted to all members to vote .
Section 7.6 Voting on Amendment. The adoption of the amendment shall require a
vote in its favor of two thirds (2/3) of votes cast. The votes shall be required to be
returned to the Association not later than thirty (30) days after the mailing of the
Section 7.7 Adoption of Amendment. The amendment(s) shall become effective
immediately should the proposed amendment(s) received more than two thirds (2/3) of
all votes cast. The amendments shall be incorporated into these Bylaws, and the
membership shall be notified accordingly.
ARTICLE VIII: DISSOLUTION OF THE CORPORATION
Section 8.1 Dissolution. The Corporation shall be dissolved upon passage of a
proposal of dissolution which shall require three-fourth (3/4) of the membership or the 9
Corporation shall automatically dissolve whenever the members become ten (10) or
Section 8.2 Disposition of Assets. In the event of dissolution or final liquidation of the
corporation, the board of directors shall, after paying or making provision for the
payment of all the lawful debts and liability of the corporation, distribute all the assets of
the corporation to one or more of the following categories of recipients as the board of
directors of the corporation shall determine:
(1) a nonprofit organization or organization that may have been created to
succeed the corporation, as long as such organization shall then qualify as a
governmental unit under section 170(c) of the Internal Revenue Code of 1986 or as an
organization exempt from federal income taxation under section 501(a) of such Code as
an organization described in section 501(c)(3) of such Code; and/or
(2) a nonprofit organization or organization having similar aims and objects as
the corporation and which may be selected as an appropriate recipient of such assets,
as long as such organization shall then qualify as a governmental unit under section
170(c) of the Internal Revenue Code of 1986 or as an organization exempt from federal
income taxation under section 501(a) of such Code as an organization described in
section 50l(c)(3) of such Code;
Any assets not disposed or in accordance with this provision shall be disposed of by the
circuit court of the county in which the principal office of the corporation is then located,
exclusively for such purposes or to such organization or organizations that the court
shall determine and that are organized and operated exclusively for such purposes.