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CBA BYLAWS
ARTICLE I » NAME, OFFICES
ARTICLE II » PURPOSE, MEMBERS
ARTICLE III » DIRECTORS, MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE IV » OFFICERS
ARTICLE V » COMPENSATION OF DIRECTORS AND OFFICERS
ARTICLE VI » LIABILITY AND INDEMNIFICATION
ARTICLE VII » GENERAL PROVISIONS
ARTICLE VIII » AMENDMENTS
ARTICLE IX » EFFECT OF PROVISIONS OF LAW AND
CERTIFICATE OF INCORPORATION
NAME
The organization will be known in English as Chinese Biopharmaceutical Association-USA, Inc. abbreviated as
CBA, and in Chinese as Huaren Shengwu Yiyao Keji Xiehui (hereinafter referred to as the "Corporation").
OFFICES
Section 1. Principal Office. The principal office shall be
located in Maryland. The Corporation may from time to time have such
other offices as the Board of Directors may determine or as the affairs
of the Corporation may require.
Section 2. Registered Office. The Corporation shall have and
continuously maintain in the State of Maryland, a registered office and
a registered agent whose office is located in such registered office.
The registered office may be, but need not be, located in the principal
office of the Corporation. The address of the registered office may
from time to time be changed by the Board of Directors.
PURPOSE
The organization is a nonprofit organization of individuals interested
to the advancement of biomedical and pharmaceutical sciences and
technologies. The mission of CBA is to facilitate collaboration among
biomedical-pharmaceutical scientists, engineers and other related
professionals. The specific objectives are:
1. to promote the
involvement in the academic research and industrial research and
development of
Chinese biomedical and pharmaceutical professionals.
2. to serve as an active
forum at the local, national and international levels and as a resource
from
which its members may obtain up-to-date information on subjects related
to biomedical
and pharmaceutical sciences and technologies.
3. to enhance the
collaboration among the members on both academic research and
industrial
research and development in local areas.
4. to identify and provide
scientifically and technologically sound information to members and to
establish a network of experts in various biomedical and pharmaceutical
areas as resources for
both academic research and industrial research and development.
5. to work as an
organization to help broadening the scientific knowledge and improving
technical
skills of individual members for their career development.
6. to promote collaborations
between the members in North America and the colleagues in China
on academic research, industrial research and development and
commercialization.
7. to work with other
related organizations to facilitate the growth and development of the
Chinese
biomedical and pharmaceutical communities.
MEMBERS
Section 1. Members. Any biomedical and pharmaceutical
professionals and organizations from the United States, China and other
countries or regions, who support the objectives of the Corporation and
are willing to contribute toward achieving those objectives are
eligible for membership.
Section 2. Admission to Membership. Any individual and
organization shall be admitted to membership in the Corporation upon
completion of the administrative processing of any required application
materials accompanied by the payment of the required dues. The
membership year for a member shall be the calendar year in which the
member pays the dues.
Section 3. Member's Rights. Member's rights, benefits and
services shall be those established by the Board of Directors. Each
member of the Corporation has the following rights to: vote for the
President Elect, participate in all Association activities and equally
share all information of the Corporation.
Section 4. Annual Meeting. The Members shall meet annually, on
such date and at such time as shall be designated by the Board of
Directors and stated in the notice or waiver of notice of the meeting.
At such meeting, the Members shall elect directors and transact any
other proper business which may be brought before the meeting.
Section 5. Special Meetings. Special meetings of the Members
for any purpose may be called by the Board of Directors, or the
President or by written request of one-fourth of the voting Members.
Section 6. Notice of Meetings. Written notice of membership
meetings shall be given not less that ten (10) nor more than fifty (50)
days before the date of the meeting to each member. Written notice may
be sent by facsimile, electronic mail, first-class, registered or
certified mail. The notice shall state the place, date, and time of the
meeting, and shall be signed by the president. Except as otherwise
required by the Maryland Nonprofit Corporation Act, these Bylaws,
neither the business to be transacted at, nor the purpose of, any
meeting of the Members need be specified in the notice.
Section 7. Waiver of Notice. Whenever notice is required to be
given to the Members, a waiver in writing, signed by the Member,
whether, before or after the time of the meeting stated therein, shall
be deemed equivalent to the giving of such notice. All such written
waivers of notice shall be filed with the records of the Corporation or
made a part of the minutes of the meeting.
Section 8. Quorum. The presence of at least ten (10%) of the
voting Members in person or represented by proxy shall constitute a
quorum at meetings of the Members.
Section 9. Voting. The members shall have the right to vote in
matters as the Board may determine. Each voting member shall be
entitled to one vote on any matter submitted to a vote of the Members.
Voting may be done in person, by proxy, or by mail ballot. All votes
sent in by mail ballots shall be recorded by the secretary and shall be
counted with the results of the Members voting in person or by proxy.
DIRECTORS
Section 1. Powers and Qualifications. The policies of the
Corporation shall be determined, and its affairs shall be managed, by
its Board of Directors. The directors shall act only as a Board of
Directors, or as a committee thereof; individual directors shall have
no power as such. Directors need not be citizens of the United States,
nor residents of the State of Maryland.
Section 2. Number. The number of directors of the Corporation
shall be not less than six (6), nor more than thirty (30). Such number
may be increased or decreased from time to time by the Board of
Directors within such limits; however, no decrease shall reduce the
term of any incumbent director.
Section 3. Election. To select new Board members, the President
can nominate new candidates up to 1/3 of the total number of the Board
members and any other Board member can also nominate candidates for new
Board members. The selection of new Board members must be approved by a
majority vote of the Board at its annual meeting.
Section 4. Term. All directors shall serve a term of two (2)
years after their elections. There shall be no limitation on the number
of terms that each director may serve.
Section 5. Resignations. Any director may resign at any time
by notifying the Board of Directors in writing. Such resignation shall
take effect at the time specified therein. Acceptance by the Board of
Directors of such resignation shall not be necessary to make it
effective.
Section 6. Removal. Directors may be removed from office at any
time, with or without cause, upon a majority vote of the Board of
Directors at a meeting called for that purpose. Notice of the interest
to remove a director shall be given in accordance with Section 11 of
this Article.
Section 7. Vacancies. Vacancies in the Board of Directors
shall be deemed to exist in the event of the resignation, removal, or
death of a director, or in the event of an increase in the number of
directors. Any such vacancy shall be filled by a majority vote of the
remaining members of the Board of Directors, though less than a quorum.
A director elected to fill a vacancy shall hold office for the
unexpired term of his predecessor.
MEETINGS OF THE BOARD OF DIRECTORS
Section 8. Annual Meeting. The annual meeting of the Board of
Directors shall be held at such time and place as shall be determined
by the Board of Directors and designated in the notice or waiver of
notice of the meeting.
Section 9. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place as shall be determined
from time to time by the Board of Directors.
Section 10. Call of Special Meetings. The president may call,
or upon the request of a majority of the members of the Board of
Directors, the secretary shall call, special meetings of the Board of
Directors.
Section 11. Notice of Special Meetings. Notice of special
meetings of the Board of Directors shall be in writing, signed by the
president, or the secretary, and shall be served personally or sent to
each director by mail or telegram addressed to his last known address
at least seven (7) days before the time designated for such meeting.
Notice of special meetings shall state the time and place of the
meeting; the purpose or purposes of such meetings need not be
specified, unless otherwise required in the Articles of Incorporation
or these Bylaws.
Section 12. Waiver of Notice. Whenever notice is required to
be given to any director under the provisions of the Maryland Nonprofit
Corporation Act, the Articles of Incorporation, or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice. Such waiver need not specify
the purpose or purposes of the meeting.
Section 13. Quorum. A majority of the directors then in office
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless otherwise required by the
Maryland Nonprofit Corporation Act, the Articles of Incorporation, or
these Bylaws. However, if a quorum is not present at any meeting of the
Board of Directors, those directors present may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 14. Action by Majority Vote. Except as required by the
Maryland Nonprofit Corporation Act, the Articles of Incorporation, or
these Bylaws, any action by a majority of the directors present at a
meeting at which a quorum is present shall be deemed the action of the
Board of Directors.
Section 15. Action by Written Consent. Any action required or
permitted to be taken at a meeting of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors.
OFFICERS
Section 1. Designation. The officers of the Corporation shall
consist of a President, a President Elect, a Past President, a Vice
President, a Secretary, a Treasurer, a General Counsel, a Membership
Controller, and may include other officers as may be deemed necessary,
each to have such duties and authority as are provided in these Bylaws,
or as the Board of Directors may from time to time determine. Any two
(2) or more offices may be held by the same person, except the offices
of president.
Section 2. Election and Succession of Presidential Officers.
The President Elect shall be elected annually for a term of one (1)
year by a vote of eligible members of the Corporation. Candidate or
candidates for President Elect shall be nominated by the Board of
Directors. The candidate or candidates must be
member(s) of the Board. The President Elect shall assume office at the
end of the Annual Meeting that follows the election. At the same time,
the previous President Elect shall become President and the previous
President shall become Past President.
Section 3. The Presidential Officers. The President shall
nominate the Corporation officers such as a Vice President, a
Secretary, a Treasurer, a General Counsel, a Membership Controller, and
may include other officers as may be deemed necessary. Each of these
above nominations shall be confirmed by a majority vote of the Board at
its meeting. The President shall preside over all meetings of the
Board, may call special meetings of the Board, recommend the
establishment of Board committees, sit on meetings of officers, if one
is formed, oversee the general activities of the Corporation,
represent, or appoint a person to represent the Corporation at all
meetings and events which are relevant to the affairs of the
Corporation and have such other powers as the Board may from time to
time prescribe. The Past President and the President-Elect shall assist
the President, shall be members of Board, and shall substitute for the
President when necessary. The President Elect shall take precedence
over the Past President in substituting for the President.
Section 4. Vice President. The Vice President shall in the
absence or disability of the president, perform the duties and exercise
the powers of the president, supervise the administrative business of
the Corporation, and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 5. Secretary. The secretary shall: (i) act as
secretary of all meetings of the Board of Directors and of such other
committees as the Board of Directors shall specify; (ii) keep the
minutes thereof in the proper book or books; (iii) see that the
reports, statements, and other documents required by law are properly
kept and filed; and, (iv) in general, perform all the duties incident
to the office of secretary and such related duties as may from time to
time be assigned by the Board of Directors or the President. The books,
records, and papers, in the hands of Secretary shall at all times be
subject to the inspection, supervision, and control of the Board of
Directors and the President. At the expiration of his term of office,
the Secretary shall turn over to his successor in office all books,
records, papers, and other properties of the Corporation.
Section 6. Treasurer. The treasurer shall: (i) collect and
keep an account of all moneys received and expended for the use of the
Corporation; (ii) deposit sums received by the Corporation in the name
of the Corporation in such depositaries as shall be approved by the
Board of Directors; (iii) present reports of the finances of the
Corporation at each annual meeting and when called upon by the
president; and, (iv) perform such related duties as shall be directed
by the Board of Directors or the President. The funds, books, and
vouchers in the hands of the treasurer shall at all times be subject to
the inspection, supervision, and control of the Board of Directors and
the President. At the expiration of his term of office, the Treasurer
shall turn over to his successor in office all books, records, monies,
and other properties of the Corporation.
Section 7. General Counsel. The general counsel shall advice the Board and President on all legal issues of the corporation.
Section 8. Membership Controller. The membership controller
shall oversee the following activities:
(i) recruiting new members; (ii) collect membership dues; and (iii)
keep all records of membership status of all past and present members.
Section 9. Other Officers. Other officers elected or appointed
by the President or Board of Directors shall, in general, perform such
duties and have such powers as shall be assigned to them by the Board
of Directors or the president.
Section 10. Term. Officers shall serve for a term of one (1)
year, until the next annual meeting of the Board of Directors and until
their successors are elected and qualified, or until their earlier
resignation, removal, or death.
Section 11. Resignations. Any officer may resign at any time by
notifying the Board of Directors in writing. Such resignation shall
take effect at the time specified therein. Acceptance by the Board of
Directors of such resignation shall not be necessary to make it
effective.
Section 12. Removal. Any officer may be removed, either with or
without cause, by a majority vote of the Board of Directors at any
regular or special meeting.
Section 13. Vacancies. A vacancy in any office caused by
resignation, removal, or death may be filled for the unexpired term of
the predecessor in office by the Board of Directors at any regular or
special meeting.
COMPENSATION OF DIRECTORS AND OFFICERS
Directors and Officers shall not receive any compensation for their
services as such; however, the Board of Directors may authorize
reimbursement for all expenses incurred in connection with the
performance of services for the Corporation, including but not limited
to attendance at annual, regular, or special meetings of the
Corporation. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and
receiving compensation
therefor.
LIABILITY AND INDEMNIFICATION
Section 1. Liability. In the absence of fraud or bad faith,
the directors and officers of the Corporation shall not be personally
liable for its debts, obligations, or liabilities.
Section 2. Indemnification. The Corporation shall indemnify
any director or officer, or former director or officer, against
expenses incurred in connection with the defense of any action, suit,
or proceeding in which he is made a party by reason of being, or having
been, such director or officer, to the maximum extent permitted by law.
Such indemnification shall not be deemed exclusive of any other rights
to which such director or officer may be entitled, under any bylaw
provision, agreement, vote of the Board of Directors, or otherwise.
Section 3. Prohibition Against Self Dealing. Anything
contained in this Article to the contrary notwithstanding, the
Corporation shall in no event indemnify any person otherwise entitled
to such indemnification if such indemnification would constitute "self
dealing" as defined in Section 4941 of the Internal Revenue Code of
1986, as amended.
GENERAL PROVISIONS
Section 1. Grants. The Board of Directors may prospectively or
retroactively authorize any officer or officers, agent or agents, in
the name, and on behalf, of the Corporation, and in the administration
of an approved program, to make any grants or contributions or provide
financial assistance to any qualified individuals or organizations.
Section 2. Execution of Contracts. The Board of Directors,
except as otherwise provided in these Bylaws, may prospectively or
retroactively authorize any officer or officers, agent or agents, in
the name, and on behalf, of the Corporation, to enter into any
contract, or execute and deliver any instrument as may be necessary to
carry out the purposes of the Corporation. Any such authority may be
general or confined to specific instances.
Section 3. Loans. The Board of Directors may authorize the
president or any other officer or agent of the Corporation to:
(i) obtain loans and advances at any time for the Corporation from any
bank, trust company, firm, corporation, individual, or other
institution; (ii) make, execute, and deliver promissory notes, bonds,
or other certificates or evidences of indebtedness of the Corporation;
and (iii) pledge and hypothecate, or transfer any securities or other
property of the Corporation as security for any such loans or advances.
Such authority conferred by the Board of Directors may be general or
confined to specific instances. No loans shall be made by the
Corporation to any director or officer thereof.
Section 4. Gifts. The Board of Directors may accept on behalf
of the Corporation any contribution, gift, bequest, or devise for the
purposes of the Corporation.
Section 5. Investments. The Corporation shall have the right to
invest and reinvest any funds held by it according to the judgment of
the Board of Directors. The Board of Directors is restricted to the
prudent investments which a director is or may hereafter be permitted
by law to make.
Section 6. Voting of Securities Held by the Corporation. Stocks
and other securities owned by the Corporation shall be voted, in person
or by proxy, as the Board of Directors may specify. In the absence of
any direction by the Board of Directors, such stocks and securities
shall be voted as the president may determine.
Section 7. Books and Records. There shall be kept at the
principal office of the Corporation, correct books of accounts of all
the business and transactions of the Corporation.
Section 8. Depositories. The funds of the Corporation not
otherwise employed shall from time to time be deposited to the order of
the Corporation in such banks, trust companies, or other depositories
as the Board of Directors may select, or as may be selected by any one
(1) or more officers or agents of the Corporation to whom such power
may from time to time be delegated by the Board of Directors.
Section 9. Signatories. All checks, drafts, and other orders
for payment of money out of the funds of the Corporation, and all notes
and other evidences of indebtedness of the Corporation shall be signed
on behalf of the Corporation in such manner as shall from time to time
be determined by the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be
signed by the treasurer and countersigned by the president of the
Corporation.
Section 10. Annual Audit. The Board of Directors may require an annual audit be made of the books and accounting records of the Corporation.
Section 11. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
Section 12. Corporate Seal. The Corporation may have a
corporate seal with its name, year of incorporation, and the words
"Corporate Seal, Maryland" inscribed thereon. The seal shall be in the
custody of the secretary and used by him, or any other officer so
authorized by the Board of Directors, by causing it, or a facsimile
thereof, to be impressed, affixed, or reproduced otherwise on any
instrument or document as may be required by law, these Bylaws, the
Board of Directors, or president. The presence or absence of the seal
on any instrument, or its addition thereto, shall not affect the
character, validity, or legal effect of the instrument in any respect.
AMENDMENTS
These Bylaws, or any one (1) or more of the provisions thereof, may be
altered, amended, or repealed and new Bylaws adopted by a majority vote
of the directors then in office at a meeting of the Board of Directors
expressly called for that purpose. Notice of the intent to alter,
amend, or repeal and adopt new Bylaws shall be given in accordance with
Article III, Section 14 hereof.
EFFECT OF PROVISIONS OF LAW AND CERTIFICATE OF INCORPORATION
Each of the provisions of these Bylaws shall be subject to and
controlled by specific provisions of the Maryland Nonprofit Corporation
Act or the Articles of Incorporation which relate to their subject
matter, and shall also be subject to any exceptions or more specific
provisions dealing with the subject matter appearing in these Bylaws,
as amended from time to time.
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