NORTH AMERICA CHINESE OVERSEAS

TRANSPORTATION ASSOCIATION (NACOTA) 

BYLAW

(Amended: January 15, 2003)

(Revised: February 14, 2006)

 ARTICLE I - Name, Address, and Purpose

Section 1. The name of this non-profit organization shall be North America Chinese Overseas Transportation Association (NACOTA), hereafter referred to as the Association.

Section 2. The address of the Association shall be that of its current President unless otherwise referred to as the registered address.

Section 3. This Association is a registered non-profit professional organization with its members working or studying in the fields of transportation and related areas and who are interested in transportation development and related issues in China.

Section 4. The Association’s Vision:

NACOTA is committed to be a leading professional organization in promoting and facilitating communications among transportation professionals worldwide who are concerned with the transportation development in China. 

Section 5. The Association’s Mission is:

    To encourage scholarly and professional exchanges between transportation

professionals/students within and outside China;

    To facilitate communication among overseas Chinese transportation

professionals and students; and

    To become an information and knowledge source of Chinese transportation

issues outside China.

ARTICLE II - Membership

Section 1. The membership of the Association shall consist of Members, Student Members, Honorary Members, and Organization/Corporate Members.

Section 2. Members and Student Members shall be equally entitled to all privileges of the Association including holding offices and voting on Association matters. Any person elected as an Honorary Member, who, at the time of election, was a member, may retain the privilege and obligations of a Member.

Section 3. A Member shall be a person who is presently engaged or has been engaged in transportation related studies or works and paid the membership dues of the Association as specified in Section 1 of Article II.

Section 4. A student member shall be a person who is enrolled as a full-time student in a recognized graduate or undergraduate school to pursue a degree in the field of transportation or related areas and has expressed in writing to the Association that he or she is interested in becoming a Student Member. A Student Member can be changed to a Member upon completion of education.

Section 5. An honorary member shall be a person who has made a significant contribution to the transportation profession and/or to the Association and is nominated by the Board of Directors or more than ten (10) members or student members. The nomination shall be approved by the Board of the Directors.

Section 6. Individuals residing in other regions, including China, may also be eligible for joining the Association upon approval by the Board of Directors.

Section 7. Organizational/Corporate members are those legitimate entities, including for-profit corporate entities, not-for-profit organizations, governmental agencies and educational institutions, who agree with this bylaw, are willing to support the Association’s activities and have paid the annual Organization/Corporate membership dues. Each organizational/corporate representative shall be entitled to all privileges of the Members but may not hold office unless that person is also a bona fide Individual Member at the same time.

ARTICLE III - Membership Dues

Section 1. Members and Student Members shall pay annual membership dues. The amount of membership dues shall be determined by the Board of Directors.

Section 2. If a Member or Student Member does not pay the due, he/she shall not be entitled with any rights and responsibilities of a member and is not eligible for vote and being elected to the Board of Directors and Officers.

Section 3. Organization/Corporate members shall pay annual dues as determined by the Board of Directors.

ARTICLE IV - The Board of Directors

Section 1. The Association is governed by the Board of Directors.

Section 2. The Board of Directors shall consist of eleven members and each member shall hold a two-year term. Approximately one half of the members of the Board of Directors shall be rotated out and new Board members shall be elected from the members at large every year. A board member’s term may be renewed after his/her first term with the approval of the Board of Directors. However, no board member should hold his/her position for more than two consecutive terms except in the case of the President, who may serve an additional two-year term immediately after the term of the President ends. The Board of Directors shall consist of no more than four renewed members who are serving two consecutive terms.

Section 3. The Board’s Chairperson, usually the President of the Association, shall lead the Board and preside Board meetings as described in Article VI, Section 4.

Section 4. All Members including Student Members have the right of voting for and being voted as the Directors of the Association’s Board.

Section 5. The duties of the Board of Directors shall include, but not limited to, set Association policy consistent with the Bylaw, approve any appointment of committee chair appointed by the President, approve the Association’s budget, authorize the payment of bills, and make recommendations for membership dues, and conduct fund raising initiatives and activities. 

Section 6. The Board of Directors is empowered to establish committees as needed, such as special technical committee, student committee, Chinese transportation development committee, etc. Each committee should be approved by at least two-thirds (2/3) of the Board of directors. 

Section 7. In the event any vacancy on the Board occurs between annual meetings, the Board shall appoint an interim Board member to fill the vacant position until the next annual meeting. A new member of the Board of Director shall be elected to fill the vacant position at the next annual meeting. 

Section 8. Board members are required to regularly attend to the Association’s businesses and participate in board activities. A Board member who is unable to do so for more than six months will be considered to have voluntarily resigned and the Board shall select a new interim Board member to fulfill the remaining of the term. 

Section 9. For the election of the Board of Directors, a nomination committee of three (3) board directors shall be appointed by the President before the election. The nomination committee is charged to set rules for nomination process and deadlines, oversee election process, and solicit candidates for the Board of Directors. 

Section 10. All members (including student members) can nominate candidate to the Nomination Committee with at least three other members’ endorsement before the deadline set forth by the Nomination Committee. 

Section 11. The Association may set up an Advisory Board consisted of seven members. Each member shall hold a two-year term, and under no circumstance the Advisory Board member shall hold more than two consecutive terms. The member of Advisory Board shall be former members of Board of Directors or invited by the president. The Advisory Board members and the Chairperson of the Advisory Board shall be appointed by the President and approved by the Board of Directors with a simple majority vote. 

Section 12. The Function of the Advisory Board is advisory. The president shallconsult with the Advisory Board regarding important Association issues but thePresident is not bound with the advices from the Advisory Board. The Advisory Board can attend the meeting of the Board of Directors if being asked but does not have voting rights. 

ARTICLE V - Officers and Duties

Section 1. The Officers of the Association shall consist of the President, two Vice- Presidents, the Secretary-General, and the Treasurer. 

Section 2. The Officers of the Association shall be elected from the Board of Directors following the election of the Board of Directors, either at the Board meeting with a quorum or electronically. The new Officers shall be sworn in at the Annual Meeting. 

Section 3. The term of the Officers shall be two years. The immediate past President of the Association shall automatically become a Board member, serving as ex officio, for a maximal additional two years. 

Section 4. The President shall also act as the Chairperson of the Board of Directors and shall exercise all authority and responsibility incumbent therewith. The President shall represent the Association as appropriate, handle the day-to-day business of the Association, shall preside over the meetings of the Association and the Board of Directors, and shall appoint coordinators for special committees. 

Section 5. The Vice-President shall assist the President in the President's duties and shall act as the President when the President is absent or unavailable. 

Section 6. The Treasurer shall receive, have custody of, control, and disburse, asappropriate and authorized by the Board of Directors, the funds of the Association. The Treasurer shall prepare written financial reports to the Board of Directors annually or upon request, and make the same report available to the members. A board auditing committee shall review the report and present an overview summary of the financial status of the Association to the Association’s Board. 

Section 7. The Secretary-General shall keep a record of all proceedings of the Board and of all Board meetings, prepare announcements and public correspondences, and manage the Association membership list. 

Section 8. The formal reports mentioned in Sections 6 and 7 shall be passed along to new officers in their entirety at the Annual Meeting. 

Section 9. In the event an officer resigns, the Board of Directors shall appoint a Board Director to fill the unexpired term of the officer.  

Section 10. The Board of Directors may appoint appropriate Liaison Officers orRegional representatives from its members and student members at different locations to form a regional office based on the needs of promoting the Association worldwide. Each continent - outside North America, may have up to two regional representatives. They are appointed by the Board with appointment of one to two years. They are not voting Board members but should be consulted on any businesses that affect their region or as the Board determine appropriate. 

ARTICLE VI - Meetings and Quorums

Section 1. Annual Meetings

A. The Association shall hold a meeting of the Association annually. Meeting timeand place may be designated by the Board of Directors.

B. The Annual Meeting of the Association shall announce the election results of the Board of Directors, the President, and amendments to the Bylaw, and to conduct such other business as may properly be brought forth before the Annual Meeting. 

Section 2. Special Meetings

A. The Board of Directors, upon its own motion or upon written request of at least one-fourth (1/4) of the Association members, shall call a special meeting of the Association. Notice of any such meeting shall be given to all the Members, Honorary Members, Student Members and Organization/Corporate Members of the Association by one of the following means, (1) mail, (2) telephone, (3) facsimile, or (4) email transmission, at least ten (10) days prior to the time of such meeting. Said notice shall include the purpose of said meeting, the time and place of such meeting and any other information relevant to the call for such meeting. The President shall attach to the minutes of the meeting an affidavit or declaration under penalty of perjury setting forth the manner in which, and at what time the notice for any such meeting was given to the members. B. A quorum for any such special meeting of the Association shall be constituted with one-third (1/3) of the total membership or 15 members, whichever number is the lesser. 

Section 3. Meeting of the Board of Directors

A. The Board of Directors shall meet annually prior to or after the annual Association Meeting. In addition, the Board may meet at such other times as the Board may, in its discretion, determine. B. The Chairperson of the Board of Directors shall, upon his or her own motion or upon the request of at least three (3) members of the Board of Directors, call a special meeting of the Board of Directors. The Chairperson or his/her appointee shall give notice of any such meeting. Said notice must be given at least fortyeight(48) hours before the time of said meeting. Said notice may be given by telephone, by facsimile, and/or by email; provided, however, that the Director(s) calling for such meeting shall supply the secretary general a record of such notice to be attached to the minutes of the meeting. 

ARTICLE VII. COMMITTEES AND TASK FORCES

Section 1. Formation of Special Committees

A. Any five or more regular and/or student members may appeal to the Board of Directors in writing to form a Committee that encompasses an area or areas of transportation or other endeavors. The application shall include a statement about the need to form the Committee, the goals and objectives of the Committee, proposed activities, and the names of the proposing members. The Board of Directors shall review, discuss and approve such applications. B. The approved Committees shall be known as “North America Chinese Overseas Transportation Association: [ Name_] Committee." 

Section 2. Membership of Committees or Task Forces

A Committee or Task Force is open to any members of the Association. The Committee members must be a Member or Student Member of the Association. 

Section 3. Governance of Committees

The Chairperson of a Committee shall be responsible for management of Committee affairs in consultation with Committee members. The Committee chairperson shall report to the Board of Directors about major activi ties at least twice a year, at the Annual Meeting and other Board meetings. 

Section 4. Chairperson of Committees

The Chairperson of each Committee shall be elected by the members of that Committee and approved by the Association’s Board of Directors. Candidates shall be nominated by the Committee members. A quorum made up by two thirds of the committee members is required for the election of a chairperson. In the case of electronic voting, the ballot must be sent to every committee members. The candidate receiving a simple majority of the votes shall be elected. The term of Chairperson of the Committee shall be two years. A person shall not serve as Committee chairperson for consecutive terms. 

Section 5. Special Task Forces

The president can appoint a Task Force to conduct certain Association related business within a time frame. The Task Forces are temporary with a term of no more than two years. The formation of any Task Forces must be approved by the Board of Directors with a simple majority vote, in a Board meeting with a quorum or electronically. 

ARTICLE VIII - Amendments to the Bylaw

Section 1. The president may appoint a committee to review bylaws annually. The committee will review the Bylaws and make suggestions on amendments, and presents proposed bylaw changes to the Board of Directors. 

Section 2. Any written proposal to amend the Bylaw shall be made by the Board of Directors or by a petition signed by at least ten (10) Members or Student Members of the Association and shall be submitted to the Bylaw committee before a deadline that is announced by the bylaw committee and that is at least two weeks before a vote is taken. 

Section 3. The vote may be taken at an annual meeting or through electronic mail. An affirmative vote of at least two-thirds (2/3) of the Board of Directors shall be necessary for the adoption of any amendment to the Bylaw. 

Section 4. Any amendment to the Bylaw adopted as provided herein shall take effect immediately after adoption unless otherwise provided. 

© 2004. Last updated February 20, 2006