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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.
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