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BYLAWS of Nanjing University Friendship Foundation


ARTICLE I.    GENERAL

 

Section 1. Name

 

The name of the organization is the Nanjing University Friendship Foundation, hereinafter referred to as the NUFF.

 

Section 2. Duration

 

The period of duration is perpetual.

 

Section 3. Nature

 

The NUFF is an independent, non-political, not-for-profit, and charitable organization.

 

Section 4. Address

 

1. The headquarters of the NUFF shall be in the place where the current President of the NUFF resides, or in such a place as the Executive Committee of the NUFF may establish within the United States.

 

Section 5. Other Offices

 

The NUFF may also have regional offices or representatives within the United States and around the world.

 

ARTICLE II.    OBJECTIVES

 

Section 1. Mission

 

The mission of the NUFF is (a) to promote the cultural, educational, and scientific exchanges between the United States and China, and more specifically between Nanjing University and the alumni and friends of Nanjing University, (b) to enhance the excellence of education and research in Nanjing University, and (C) to support and promote the career  and life advancement of Nanjing University alumni in North America through a variety of programs.

 

Section 2. Goals

 

The funds raised by the NUFF will be managed in the United States to  support its programs in the manner as set forth by the Board of Directors.  The range of the programs will include but not limited to

 

a. Provide scholarships for outstanding undergraduates and graduate students;

b. Provide awards and scholarships for outstanding teachers;

c. Support research programs and academic publications;

d. Promote international exchange programs between Nanjing University and universities in the United States and other countries, especially between the alumni and the faculty of Nanjing University;

e. Provide assistance to improve the welfare of North America alumni and their families

f. Support Nanjing University development projects;

g. Support any project specified by the donor(s) which agrees with the mission of the NUFF;

h. Fund other programs and activities in accordance with the mission of  the NUFF.

 

ARTICLE III.    OPERATION

 

Section 1. Sources of contribution

 

Primarily, NUFF will solicit contributions from Nanjing University alumni and friends within the United States and encourage and accept contributions worldwide.

 

Section 2. Tax Status

 

The NUFF is organized exclusively for charitable and educational purposes described under section 501 (c)(3) of the Internal Revenue Code (hereinafter referred to as "the Code"). Contributions to the NUFF are deductible from personal federal income tax under section 501 (c)(3) of the Code of 1986. The Employer Identification Number of the NUFF is 54-1988718.

 

Section 3. Rules of Conduct

 

At all times, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the NUFF (voluntarily or involuntarily or by operation of law), or any other provisions hereof:

 

1. The NUFF shall not possess or exercise any power or authority, whether expressly, by interpretation, or by operation of law, that would pose substantial risk of preventing it at any time from qualifying and continuing to qualify as an entity described in section 501 (c)(3) of the Code, nor shall the NUFF engage directly or indirectly in any activity that would pose a substantial risk of causing the loss of such qualification under section 501 (c)(3) of the Code.

 

2. At no time shall the NUFF engage in any activities that are unlawful under the laws of the United States, or any other jurisdiction where any of its activities are carried on.

 

3. No solicitation of contribution to the NUFF shall be made, and no gift, bequest, or devise to the NUFF shall be accepted, upon any condition or limitation that would pose a substantial risk of causing the NUFF to

lose its federal income tax exemption.

 

4. Pursuant to the prohibition contained in section 501 (c)(3) of the Code, no part of the net earnings, current or accumulated, of the NUFF shall ever inure to the benefit of any private individual.

 

Section 4. Dissolution

 

Upon termination, dissolution, or winding up of the NUFF in any manner or for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provision for payment of all liabilities of the NUFF shall be distributed to, and only to, one or more organizations then existent, dedicated to purposes similar to those of the NUFF so long as those organizations be exempt as described in section 501 (c)(3) of the Code or under such successor provision of the Code as may be in effect at the time of the NUFF's dissolution.

 

Section 5. Private Property

 

The private property of the Directors and Officers of the NUFF shall not be subject to payment of the NUFF's debts to any extent whatever.

 

Section 6. Donation

 

All forms of donation in accordance with the missions and objectives of the NUFF are welcome and will be accepted. Any donation forms or fund-raising announcements in the name of the NUFF must be co-signed by the Chairman of the Board of Directors and the President. All contributions must be made directly to the NUFF. No checks, or any other forms of donation, shall be made payable to any individual, and any such donation received by the NUFF shall be returned to the donor.

 

Section 7. Financial Operation

 

1. Financial Record and Transaction Control

The bank account of NUFF shall be established at a national bank. The Treasurer of NUFF shall maintain the bank records. In addition, the President, or another person designated by the Board shall have the privilege of accessing the account at all times.

At a minimum of one time per year, the Treasurer will provide a financial review to the Board of NUFF.

 

2. Non-operating Expenses

The fund raised by the NUFF shall and can only be used in accordance with objectives outlined in ARTICLE II. The Board of Directors shall appoint necessary representatives or agents and establish elsewhere detailed rules and regulations on accounting, investment, and other financial operations of the NUFF. Any payments of more than $1,000, or an amount determined by the Board of Directors, for the purpose other than the previously approved scholarships, awards or donations to Nanjing University must be approved by the Board of Directors.

 

3. Operating Expenses

Operating expenses are reimbursable upon furnishing of valid receipts. Operating expenses of NUFF shall be controlled at no more than ten percent (10%) of the total funds raised during a calendar year.

 

ARTICLE IV.    ORGANIZATION

 

Section 1. Board of Directors

 

1. Powers and Responsibilities

The governing body of the NUFF shall be the Board of Directors ("the Board"). The members of the Board shall be known as the Directors of the NUFF. All the Directors shall be elected or appointed as provided in these Bylaws. The Board shall direct and control the affairs and property of the NUFF. It shall, within the limit of the Bylaws, determine the policies and changes therein. It shall have discretion in the disbursement of the NUFF's funds. It may adopt such rules and regulations, or appoint such agents, as it may consider necessary for the conduct of its business.

 

2. Composition and Terms

The Board shall consist of no less than nine, but no more than twenty one members, and shall elect among the Directors a Chairman and a Vice-Chairman whose term of office expires with their Board membership. The Vice-Chairman shall serve as the Chairperson when the Chairman is absent, or when the Chairman authorizes. The terms of Chairman shall be two years, with a maximum consecutive term of two terms.

 

Any Director may bedismissed by two-thirds of the entire membership of the Board. The dismissal takes effect immediately after the votes. Any Director may resign from the Board by submitting a written notice of resignation seven days in advance.

 

All alumni of Nanjing University, and its predecessors, Central University and Jinling University are eligible to become Directors. Upon the approval of two thirds of the entire Board, any person may become a Director. The number of non-alumni Directors shall not exceed one-third of the entire membership of the Board. Only alumni of Nanjing University are eligible to become Chairman, Vice-Chairman, President, or Vice-President.

 

There are two types of Board member seats:

A. Regional seats:

Each local branch of NUFF shall have one permanent seat on the Board. Such a person may be the president of a local branch, or a person designated by the local branch, approved by other standing members of the NUFF Board.

 

 

Nanjing University Alumni Association (NUAA) President automatically becomes a member of the NUFF Board, upon his/her election as President of NUAA.

 

 

The terms of these board members are determined through the election cycle of local branches and NUAA, with a minimum of two years.

 

B. Ad Hoc seats:

In addition, the Board shall seek to include persons with expertise that significantly benefit the operation of NUFF. Such relevant expertise can include: tax law, operation experience in other 501c3 organizations, fund raising, etc.

 

The terms of Ad Hoc Board members shall be four years.

 

There are no limits to the number of consecutive or cumulative terms any Board member can serve.

 

3. Meetings

a. The Board shall meet at least twice each year, usually via electronic mail. The Chairperson shall call and preside the Board meetings and regularly contact with the Executive Committee. Additional Board meetings may be held as the Chairperson may decide or be called by one-third of the entire membership of the Board.

 

b. At any Board meeting, one-half of the entire membership of the Board shall constitute a quorum and, except as otherwise provided by theseBylaws, a majority of such a quorum shall decide any question or vote that may come before the meeting.

 

c. The Chairperson, or two-thirds of the quorum, may initiate a debate or vote. Each Director is entitled to cast one vote on any and all matters which come before the Board. A telephone vote may also be taken subject to

written or electronically transmitted confirmation.

 

d. Minutes of the Board meetings shall be prepared by Vice-Chairman, or by a Director appointed by Chairman, and shall be distributed within two weeks after the meeting.

 

4. Honorary and Advisory Directors

A person may be elected as an Honorary or Advisory Director of the Board by a simple majority vote of the Board. The Honorary and Advisory Directors may be invited to attend the Board meetings, but do not vote on the NUFF matters.

 

Persons that qualify as honorary or advisory directors include, but may not be limited to:

a.    Donors of significant amount – such a threshold amount is to be determined by the Board

b.    Alumni or friends of high academic, business or social achievements

 

 

Section 2. Executive Committee

 

1. Organization and Terms

The Officers of the NUFF are President, Vice-President, Treasurer, Secretary and such additional Officers as the Board may deem necessary. They form the Executive Committee. The Executive Committee manages the

daily affairs of the NUFF and executes the policies as set forth by the Board. The President and Vice-President shall be appointed by the Board. The terms of the President and Vice President shall be four years. All other Officers, whose term coincides with the term of the President, are appointed by the President upon obtaining approval from the Board.  Except the Vice-President, any Officer may be dismissed by the President. Any Officer may resign from his or her office with a written resignation notice four weeks in advance.

 

2. Duties

a. The President shall be responsible for the general management of the NUFF and represent the NUFF externally. He or she shall preside over Executive Committee meetings and perform other duties usually associated with this office. The President shall present an annual report on operations and financial health of the NUFF to the Board. The President shall nominate other Officers to the Board and recommend to the Board such as establishment of subcommittees. He or she may authorize any other Officer to represent him or her externally.

 

b. The Vice-President shall assist the President in the general management of the NUFF and perform other duties assigned by the President. The Vice-President shall resume the duties of the President in his or her absence.

 

c. The Treasurer shall be primarily responsible for the financial affairs of the NUFF and for all corporate funds and securities. He or she shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in the books of the NUFF. The Treasurer shall deposit or invest, or cause to be deposited or invested, all moneys or other valuable effects in the name of the NUFF in such depositories or investments selected by the Board or its authorized representatives. The Treasurer shall render annually to the Board, or when the Board so requires, an account of the financial conditions of the NUFF. He or she shall secure audits of the financial operations of the NUFF as needed. Led by the Treasurer, along with other members of the Executive Committee, NUFF shall provide Gift Receipt to donors in a timely fashion, certifying the receipt of donations to NUFF, so long as NUFF remains a 501(c)3 organization recognized by United States Internal Revenue Services.

 

d. The Secretary shall be responsible for the general administrative affairs of the NUFF and for preparing the official minutes of the Executive Committee meetings. The Secretary shall keep all official documentation and an accurate record of all Executive Committee meetings.  He or she shall give, or cause to be given, all notices in accordance with these Bylaws or as required by law and shall perform all duties customary to the office of Secretary.

 

e. In addition to these duties, the Officers shall perform other tasks as enumerated elsewhere in the Bylaws or as authorized by the President. The duties of other Officers shall be assigned by the President.

 

ARTICLE V.    ELECTION

 

Section 1. Election of the Board of Directors

 

1. Election of the Directors

a. Each election year, an election shall be held for the Directors whose term of office expires. The Board shall form a nominating committee. The nominating committee shall consist of five members,

 

b. The nominating committee shall solicit nominations for new Directors from the Nanjing University Alumni Association (US), the Central University Alumni Association (US), the Jinling University Alumni Association (US), leaders of Nanjing University, and outstanding alumni and friends of Nanjing University and its predecessors in academic, research, business, and industrial fields. Each nomination shall be accompanied by supporting material which includes a short biography of the nominee. Each candidate must supply written consent that he or she is willing to serve.

 

c. The voting members of the Board cast votes on the nominations. New Directors are elected according to the ranking of the number of votes each candidate receives. The Board shall determine such additional requirements and procedures as needed and shall assign responsibilities for preparingthe ballot and recording the votes.

 

d. Within one week after the election, the Chairman, or the Vice-Chairman if the Chairman is absent, shall announce to all old and new members of the Board its new composition. The term of office of new Directors starts and the term of office of outgoing Directors terminates on the date of the announcement.

 

2. Election of Chairman and Vice Chairman

A new Chairman or Vice-Chairman shall be elected when his or her term expires or when he or she is dismissed by the Board. The candidate for Chairman or Vice Chairman is nominated among the Directors and is elected by a simple majority (>50%)of the membership of the Board who are present to vote. Two-thirds majority of the entire membership of the Board is required to be present in order to constitute a valid quorum for such a vote. The term of office of the newly elected Chairman or Vice-Chairman starts immediately after the election.

 

ARTICLE VI.    OTHER

 

Section 1. Amendments

 

The Bylaws may be amended, altered or replaced in whole or in part, or new Bylaws may be adopted by the affirmative votes of two thirds of the entire Board, provided at least six weeks written notice of proposed changes is given to the Board. The changes shall become effective immediately after passing the vote or at such a date specified in the amendment.