BY-LAWS OF THE CHINA SOCIETY (中国协会), A NOT-FOR-PROFIT CORPORATION

ARTICLE I ORGANIZATION

1. The name of the organization shall be the China Society(中国协会).
2. The organization may at its pleasure by a three fourth majority vote of the Governing Council change its name.

ARTICLE II MISSIONS

1. To promote mutual understanding of China and the World.
2. To foster friendship, cooperation and success among people who have interest in China.
3. To enhance prosperity, peace, happiness of the greater society and humanity.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to all who believe in the missions and values and abide by the by-laws of the Society. There may be various types of membership based on different criteria which shall be defined by the executive committee and approved by the board of directors and the governing council.

ARTICLE IV MEETINGS, QUORUM & VOTING

1. Meetings: Meetings may be physical or virtual.
2. Quorum: Except specified otherwise in the by-laws, 50% percent of the voting members of the corresponding voting bodies shall constitute a quorum. For on-line voting, in case the 50% condition is not met, the 50% condition is waived if an additional day of voting period is extended. For face to face meetings or teleconferences, in case the 50% condition is not met, the meetings may make recommendations for ratification by the whole voting body. If there is no objection within two days of the recommendations, the decisions will be automatically ratified. In case of any objection, an on-line vote will be conducted.
3. Voting: At all meetings, except for occasions approved by majority of the voting members, all votes shall be public. Such voting may not be done by proxy.

ARTICLE V GOVERNING COUNCIL

The governing council is the highest governing body of the organization which passes/amends the by-laws, elects/removes members of the board of directors on annual basis, confirms/removes the president, and determines other major issues related to the organization.

The members of the governing council shall demonstrate active participation in the Society and commit to the governance of the organization. The new members of the governing council shall be approved by the current governing council members according to the criteria and procedure approved by the existing governing council. The governing council members shall be life time as long as meeting the requirement.

Governing Council decisions may be called by the President, Executive Committee, the Board of Directors, or at least 10% of the Governing Council members.

ARTICLE VI BOARD OF DIRECTORS

The Board of Directors shall be the strategic decision body of the Society. It sets long-term goals, strategies and plans, nominates the president, confirms executive committee members, secures necessary resources, and controls other major issues of the Society. It is responsible to the Governing Council. The Board of Directors shall consist of minimum seven members. The directors shall be elected by the governing council and they shall serve for one year per term without limit on terms.

The Board of Directors shall elect its Chair/co-chairs on the first Board meeting to preside all board meetings. The chairperson(s) of the previous Board shall preside the first meeting of the new board until the new chairperson is elected. The Board of Directors shall select a secretary from its members. The Board of Directors may appoint committees, temporary and permanent.

A director may be removed when sufficient cause exists for such removal which shall be determined by minimum two-third majority votes of the Board of Directors and simple majority vote of the Governing Council. No such decision shall be made without proper hearing opportunities provided.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors with approval from the Governing Council for the balance of the year.

ARTICLE VII EXECUTIVE BODY

1. President: The president shall be nominated by the Board of Directors and approved by the Governing Council for one year per term without limit on terms. Minimum two-third of the board of director member may request removal of the president to be approved by two-third majority of the governing council.
2. Executive Committee: The executive committee together with the president makes major executive decisions. Members of the executive committee shall be nominated by the president and confirmed by the board of directors for one year per term without limit on terms. Executive committee member may be removed by the request of the president and approval of the board of directors.
3. Officers: Officers shall be appointed by the executive committee. Officers report to the executive committee and the president. Officers may be removed by the request of the president and approval of the executive committee.
4. Executive Sub-committees: Any executive committee member and minimum three governing council members may propose to establish an executive sub-committee which shall be approved by the executive committee. Sub-committee chair(s) shall be elected by the corresponding sub-committee members and approved by the executive committee. Sub-committee may be moved by the executive committee. Sub-committee chair(s) may be removed by the sub-committee members or the executive committee.

ARTICLE XIII DUES

The dues of this organization shall be proposed by the Executive Committee and approved by the Board of Directors.

ARTICLE IX AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-third majority of the Governing Council members who vote.

AMENDMENTS PASSED IN 2010 AND 2011
1. The term of service for board members, president and executive officers shall be two years.
2. To ensure continuity, board elections will be staggered so that each year some board member terms expire.