KYCAA 2011-2012 Officers

BYLAWS OF KENTUCKY CHINESE AMERICAN ASSOCIATION

(UPDATED May 2014)

ARTICLE I Name

The name of the corporation shall be Kentucky Chinese American Association, Inc. (the Organization).

ARTICLE II Purpose

The purpose for which the corporation is organized is exclusively for educational purposes. The organization is committed to (a) promoting the appreciation of Chinese culture and heritages and enhancing cross-cultural understanding through educational programs; and (b) advancing and diffusing the knowledge of science through seminar and educational programs. No part of the net earnings of the organization will inure to the benefits of its members, the board, officers or other private persons, except that the organization will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause thereof. No part of the activities of the organization will be the carrying on of propaganda, or otherwise attempting to influence legislation. The organization will not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The organization will not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the internal Revenue Code or corresponding section of any future federal tax code.

Upon dissolution of the organization, assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code or will be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE III Directors

Section 1. Number, Authority of Directors. The property, business and affairs of the Organization shall be managed by a Board of Directors (the "Board") of not less than five (5) nor more than nine (9) Directors, provided that the Board of Directors, upon two-thirds of the full board of Directors' approval, shall have the right from time to time to otherwise fix or change the size of the Board, including to increase the number of Directors above nine (9).

Section 2. The Initial Board. The Initial Board of Directors consists of three (3) Directors with two-year terms and four (4) Directors with one-year terms.

Section 3. Election of Directors. Directors, except for the initial Board of Directors, shall be elected by the members, provided that the President of current Board shall have the right to automatically become a Director of the next Board without any further action by the members. Each Director, except for the initial Board, shall be elected for a term of two years and until his or her successor is duly elected, or, if earlier, until his or her death, resignation or removal. Any candidate for Director shall be an Active Member of the Organization. The members can recommend any candidate for Director to the Nominating/Election Committee. The Nominating/Election Committee consists of three (3) to five (5) members appointed by the Board. No member of Nominating/Election Committee can be a candidate for Director. Upon confirmation with each candidate for his/her nomination, the Nominating/Election Committee shall recommend nominees for election to the Board of Directors at the members' annual meeting. If a nominee is not able to attend the annual meeting in person, he/she may submit a written statement or resume about him/herself to the Board and designate a representative to present such statement or resume at the annual meeting, otherwise the Secretary of the Organization shall make an oral introduction of such nominee at the annual meeting. The new Board shall consist of all returning directors and all newly elected directors. The Nominating/Election Committee shall be automatically dissolved after the new Board is formed.

Section 4. Term Limit. An Active Member may be elected to the Board for t Election of Directors. Directors, except for the initial Board of Directors, shall be elected by the members, provided that the President of current Board shall have the right to automatically become a Director of the next Board without any further action by the members. Each Director, except for the initial Board, shall be elected for a term of two years and until his or her successor is duly elected, or, if earlier, until his or her death, resignation or removal. Any candidate for Director shall be an Active Member of the Organization. The members can recommend any candidate for Director to the Nominating/Election Committee. The Nominating/Election Committee consists of three (3) to five (5) members appointed by the Board. No member of Nominating/Election Committee can be a candidate for Director. Upon confirmation with each candidate for his/her nomination, the Nominating/Election Committee shall recommend nominees for election to the Board of Directors at the members' annual meeting. If a nominee is not able to attend the annual meeting in person, he/she may submit a written statement or resume about him/herself to the Board and designate a representative to present such statement or resume at the annual meeting, otherwise the Secretary of the Organization shall make an oral introduction of such nominee at the annual meeting. The new Board shall consist of all returning directors and all newly elected directors. The Nominating/Election Committee shall be automatically dissolved after the new Board is formed. wo consecutive years. After serving on the Board for two consecutive years, the member must wait for one year to be elected again to the Board.

Section 5. Compensation of Directors. Directors of the Organization shall receive no compensation for their services as Directors.

Section 6. Regular Meetings. Regular meetings of the Board shall be held at least once every three months, on such dates as shall from time to time be determined by the President, or as shall be specified or fixed in the respective notices or waivers of notice thereof. Board of Directors can pass resolutions, for the benefit of the association, with a two thirds majority to set specific regulations which will govern the operation of the Board of Directors or the Kentucky Chinese American Association. Once passes, such resolutions can be modified or cancelled only with a two thirds majority of the serving Board of Directors.

Section 7. Special Meetings. Special meetings of the Board shall be held whenever called by the President or upon the calling of at least three (3) other Directors. The Secretary of the Organization shall give notice of each special meeting of the Board at least twenty four (24) hours prior to the meeting by personal delivery, telephone, e-mail, or voicemail; but such notice may be waived by any Director. The notice of the special meeting shall set forth the purpose of the meeting. At any special meeting at which a quorum of Directors shall be present, even though without notice, any business may be transacted, provided that all other Directors waive notice of the meeting if the same were not given.

Section 8. Quorum and Required Vote. At each meeting of the Board, the presence of one-half of the full number of Directors then serving shall constitute a quorum sufficient for the transaction of business. Any action of a majority of the Directors present at a meeting at which a quorum is present shall be the official act of the Board, except as may be otherwise specifically provided by these Bylaws, as from time to time amended.

Section 9. Action by Written Consent. Notwithstanding any provisions of these Bylaws to the contrary, any action required to be or which may be taken at a meeting of the Board or any committee of the Board may be taken without a meeting, if a majority of all Directors or a majority of all committee members, respectively, consent to such action in a writing (including writing in electronic format) setting forth the action so taken, and the writing is filed with the minutes of the proceedings of the Board or the particular committee. Such consent shall have the same force and effect as a majority vote of the Board or such committee.

Section 10. Committees. The Board may, upon majority approval, designate one or more committees, each consisting of one or more Directors, and one or more Active Members as decided by the Board, provided that such appointed Active Members shall have no authority to bind the Board. Each committee shall have the powers of the Board as provided in the resolution establishing such committee. Each committee shall act by a majority of its members.

Section 11. The KYCAA Chinese School is a sub-organization of KYCCA. Board of Directors appoints the Chinese School Council to direct the operation of the KYCAA Chinese School subject to the KYCAA Chinese School manual of regulations. Any changes of status the KYCAA Chinese School and other established KYCAA sub-organizations including the termination of the sub-organizations shall be initialized (proposed, approved) by two thirds of board of directors and approved by two thirds of active members.

ARTICLE IV Officers

Section 1. Officers. The President shall take the office on the first day of May. The President may nominate the executive officers of the Organization within two (2) weeks after taking the office, and then such nominated officers shall be approved by the Board annually at the Board's regular meeting after the annual meeting of the members. The executive officers of the Organization shall be a President of the Board of Directors (the "President"), a Vice President, a Secretary, a Treasurer, a Coordinator of Public Relations, a Coordinator of Education, a Coordinator of Social Activities, and a Coordinator of Membership. The Board may, from time to time, or may authorize the President to, create and establish the duties of other offices and may, or may authorize the President to, elect or appoint the officers who shall hold such other offices. A person may hold more than one office, except that neither the Treasurer nor the Secretary may be the same person as the President.

Section 2. President of the Board. The President, who must be a Director, shall be the chief executive officer of the Organization. The President must be elected by the majority of the Board annually at the Board's first regular meeting after the annual meeting of the members. The President shall be charged with the general and active management of the Organization and shall be responsible for the overall administration of policies and procedures established for the day-to-day operations of the Organization; shall be entitled to be a member of all committees of the Board; shall see that all orders and resolutions of the Board are carried into effect; and shall perform such further duties which usually pertain to the position of chief executive officer of a corporation. The President shall develop an annual budget and submit it for the approval of the Board. The President shall preside as chairperson at all meetings of the Board.

Section 3. Vice President. The Vice President, who must be a Director, shall perform such duties as may be delegated to him/her by the Board or the President. The Vice President shall succeed to the office of President upon the occasion of the vacancy of that office and shall have and exercise all of the powers and duties of the President in the event of the absence or incapacity of the President.

Section 4. Secretary. The Secretary, who must be a Director, shall be responsible for preparing minutes of the meetings of Directors, committees of Directors, and members of the Organization, and for authenticating records of the Organization. The Secretary shall have authority to give all notices required by law or by these Bylaws. The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents of the Organization. The Secretary shall perform any other duty and have any other authority as from time to time may be delegated by the Board or the President.

Section 5. Treasurer. The Treasurer shall be responsible for the custody of all funds and securities belonging to the Organization and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board. The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board and the President upon request. The Treasure shall submit the annual financial report to the Board and the President. The Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board or the President.

Section 6. Coordinator of Public Relations. It shall be the duty of the Coordinator of Public Relation (a) to exercise public relations of all events and activities of the Organization, (b) to carry out marketing and advertising of the Organization and its events, (c) to perform any other duties as from time to time may be delegated by the board or the President.

Section 7. Coordinator of Education. It shall be the duty of the Coordinator of Education (a) to plan and coordinate regular scientific/educational lectures and seminars of the Organization, (b) to perform any other duties as from time to time may be delegated by the board or the President.

Section 8. Coordinator of Social Activities. It shall be the duty of the Coordinator of Social Activities (a) to plan and coordinate social and culture activities of the Organization, (b) to perform any other duties as from time to time may be delegated by the board or the President.

Section 9. Coordinator of Membership. It shall be the duty of the Coordinator of Membership (a) to conduct the membership drive, (b) to publish regularly membership rosters and newsletters and distributing them among all members, (c) to respond to members' questions and suggestions, (d) to perform any other duties as from time to time may be delegated by the board or the President.

Section 10. Term of Office and Term Limit. Each officer shall serve for a term of one year until his or her successor is duly elected or, if earlier, until his or her death, resignation or removal. An Active Member may hold the same office for two consecutive terms. After serving two consecutive terms in the same office, the member must wait for three years to serve in the same office again.

Section 11. Compensation. The officers of the Organization shall receive no compensation for their services as officers.

ARTICLE V Vacancies

Section 1. Removal of Director. Any Director of the Organization may be removed at any time, (a) with cause, by two-thirds vote of the other Directors then serving on the Board, or (b) with or without cause, by the majority vote of the Active Members present in person or by proxy at the members' annual meeting at which a quorum of Active Members shall be present or by special proposal according to Section 6 of Article VI.

Section 2. Removal of Officer. Any officer (regardless of how elected or appointed) may be removed, with or without cause, by the two-thirds vote of the directors other than himself/herself.

Section 3. Resignation of Director or Officer. Any Director or officer of the Organization may, at any time, resign from his or her respective position by giving written notice (including writing in electronic format) of his or her resignation to the Secretary of the Organization. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time of the Secretary's receipt of such notice. No action by the Board shall be necessary to cause a resignation to be effective.

Section 4. Election of Replacement Director or Officer. In the case of the death, resignation, removal or permanent disability of any Director or officer of the Organization, if there is to be any new Director or new officer, the Board of Directors shall have the authority to fill any vacancy in the Board or any vacancy in the officers by the two-thirds vote of then serving Directors, except that the vacancy created by a Director removed by the Active Members in accordance with Section 1 of this Article V shall be filled by the majority vote of the Active Members.

ARTICLE VI Members

Section 1. Members. The membership shall open to any individual who is at least eighteen (18) years old, and who is interested in advancing the purpose of the Organization, without regard to gender, race, color, sexual orientation or national origin, so long as he/she recognizes and abides by these Bylaws. Such individual may be admitted as a member of the Organization upon his or her payment of the membership fee ("Active Member"). Any member who did not pay his/her current annual membership fee shall be a non-active member (the "Non-Active Member"), who shall have no right to vote on any matter proposed for vote by the Active Members, and shall only have the right to receive notices sent by the Board through the Organization's email mailing list.

Section 2. Annual Meetings. An annual meeting of the members shall be held each year before the first day of April. The Board shall be responsible for organizing the annual meeting. The Board may designate a date for an annual meeting of the Members. Active Members shall have the right to vote upon the following matters at the annual meeting: (a) election of Directors; (b) any business proposed by the Board, or by any Active-Member through the Board, or by 20% of the Active Members, at the annual meeting. At the annual meeting of the members, the Board shall present a report, verified by the President and a majority of the members of the Board, showing in appropriate detail the activities of the Organizations in the past year.

Section 3. Notice of Meeting. Notice may be given by email posted through the Organization's email mailing list to the members no less than ten (10) business days and no more than 60 days before the date of the members' meeting.

Section 4. Quorum. At all meetings of the members, a majority of the members who are Active Members as of the date of the meeting, present in person or by proxy, shall constitute a quorum for the transaction of all businesses at any members' meeting, except as otherwise provide by law or by these Bylaws. The proxy shall be signed and dated by the designating Active Member no more than ten (10) business days prior to the annual meeting and presented to the Board in advance or at the meeting or sent to the Board by such designating Active Member in electronic format at least two (2) days in advance of the annual meeting.

Section 5. Voting. If a quorum exists, action on a matter is approved by the members if the votes cast by the Active Members favoring the action exceed the votes cast opposing the action unless the articles of incorporation, these Bylaws, or applicable laws require a different vote.

Section 6. Special Proposal. (a) Any Active Member can recommend a proposal (the "Special Proposal") to the Board. Upon 20% or more of the Active Members' support to the Special Proposal, the Board is required to send an official survey to all Active Members informing them the Special Proposal and requesting their vote on the Special Proposal (the "Survey"). The calculation of 20% of the Active Members in the previous sentence is based upon the Board's record of the Active Members whose membership fees were received by the Board on or prior to the 1st day of the month within which the Special Proposal is made. (b) After the Board sends out the Survey, if within 7 calendar days there are 51% or more Active Members support the Proposal, such Proposal constitutes an action of the Organization. The Board shall post a formal announcement on the voting result and act accordingly. Any Non-Active Member whose membership fee was received by the Board prior to the midnight of the 7th calendar date after the Board sends out the Survey shall be considered as an Active Member for the purpose of calculating Active Members in this paragraph.

Section 7. Authority. In no event shall a member have any authority to act on behalf of the Organization without the express authority of the Board of Directors.

Section 8. Removal of Member. Any Member of the Organization may be removed at any time with cause, (a) by two-thirds vote of the Directors then serving on the Board, or (b) by the majority vote of the Active Members present in person or by proxy at the members' annual meeting if a quorum exists or by special proposal according to Section 6 of Article VI.

ARTICLE VII Rules of Order

Section 1. Rules of Order. The rules contained in Robert's Rules of Order Newly Revised (Tenth Edition) shall govern the Organization in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws or any special rules of order of the Organization.

ARTICLE VIII Bank Accounts

Section 1. Bank Accounts. The President acting jointly with the Treasurer, and such officers of the Organization as from time to time shall be designated by the Board of Directors, shall have authority to deposit any funds of the Organization in such banks or trust companies as shall from time to time be designated by the Board of Directors. Such officers as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Organization so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or on behalf of the Organization, and made or signed by such officers. Each bank or trust company with which funds of the Organization are so deposited is authorized to accept, honor, cash and pay, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers so designated by the Board of Directors, until written notice of the revocation of the authority of such officers by the Board of Directors shall have been received by such bank or trust company.

Section 2. Certification of Authorized Signatories. There shall from time to time be certified to the banks or trust companies in which funds of the Organization are deposited the signature of the officers of the Organization so authorized to draw against the same. If the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed as hereinabove provided in the Section 1 of this Article VII, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Treasurer of the Organization.

ARTICLE IX Amendments

Section 1. Amendments. The Bylaws of the Organization shall be subject to amendment, revision, or repeal. The new Bylaws not inconsistent with any statutory provisions or with any provision of the articles of incorporation shall be made by the affirmative vote of two thirds of the Active Members who vote upon such question(s), if a quorum exists.