By-laws of Chiao Tung University Alumni Foundation of America, Inc.
ARTICLE I — ORGANIZATION
The name of the organization is Chiao Tung University Alumni Foundation of America, Inc. or CTUAFA, Inc. (hereinafter referred to as the Foundation). 交通大學美洲校友基金集團
The Foundation is a non-profit educational organization.
ARTICLE II — PURPOSES
One of the purposes shall be to aid the Chiao Tung (or Jiao Tong) Universities (hereinafter referred to as the Universities) in financing their educational activities on the mainland and Taiwan of China.
Another purpose shall be to aid the alumni and faculties of the Universities and their immediate family members in pursuit of higher education.
Another purpose shall be to acquire by gifts, bequests, devices or otherwise, real estate and personal property of every nature and description and wheresoever located and to use, hold, manage, deal with and dispose of the same in such manner and to such extent as may be advisable for carrying out the purposes and objects of the Foundation within the limits of law.
The foregoing purposes shall be construed as both objects and powers, and the foregoing enumeration of specific purposes shall not be held to limit or restrict in any manner, the power of the Foundation.
ARTICLE III — BOARD OF TRUSTEES
The business and property of the Foundation, except as otherwise provided by stature, or by the Articles of Incorporation, or by these By-laws, shall be conducted and managed by its Board of Trustees. The Trustees shall be consisted of five (5) members of the Chiao Tung University Alumni Association in America (hereinafter referred to as CTUAAA). The five 5 Trustees a d their Chairperson of the board of trustees shall be
appointed by the Board of Directors of CTUAAA.
Authorities of the Board of Trustees are: (a) The custody of the fund of the Foundation, (b) The effective utilization of the fund of the Foundation, (c) The appropriation of the fund of the Foundation, and (d) Other matters in relation with administration of the fund of the Foundation.
Each Trustee shall hold office for five (5) years or till his (or her) successor is appointed (see #8 below) or till he (or she) shall die, or resign or shall have been removed. Each Trustee may be re-elected once for not exceeding a total of ten (10) consecutive years.
The Board Trustees meetings shall have minutes and a full account of its transactions.
Each meeting of the Board of Trustees shall be called by the Chairman, or by a majority of the Trustees, either in writing or by vote, at a specified place, day and hour. Notice of meetings shall be given to each Trustee by mail or fax no later than three (3) days before the day fixed for the meeting.
A majority of the Board of Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board of Trustees.
The Board of Trustees shall meet at least once a year.
If any trustee shall die or resign, the Board of Directors of CTUAAA will appoint a successor for a term of five
Trustees shall not receive any stated compensation for their services but by resolution of the Board of Trustees a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meetings thereof. Nothing in this section shall be construed to preclude a Trustee for serving the Foundation in any capacity and receiving compensation thereof.
At each Board meeting, a Secretary, appointed by the Chairperson of CTUAFA, shall keep a minute for the The minute shall be approved by the Chairperson of CTUAFA. All records shall be kept by the Secretary as defined in Article IV.
ARTICLE IV OFFICERS
The executive Officers of the Foundation shall be consisted of a President, a Secretary and a Treasurer and such other Officers as the Board of Trustees from time to time consider necessary for the proper conduct of the business of the Foundation. The Officer shall be a member of CTUAAA.
The President, who shall not be the Chairperson of the Board of Trustees of CTUAFA, the Secretary and the Treasurer shall be elected by the Board of Trustees of CTUAFA. Each Officer shall hold office for a term of five (5) years or earlier due to his (or her) death, resignation or removal. Each Officer may be re-elected once for not exceeding ten (10) consecutive years at the same position.
The President shall be the chief executive of the Foundation. He (or she) shall have general management and direction of the business of the Foundation and all power ordinarily exercised by the president of a corporation. The President shall have authority to sign and execute, in the name of the Foundation, all authorized deeds, mortgages, contracts or other instrument. Any transactions in excess of five thousand dollars ($5,000.00) in value shall be approved by the Chairperson of CTUAFA. He (or she) shall annually prepare and submit a full and true statement of the affairs of the Foundation to the Board of Trustees and the Chairperson of the Board of Directors of CTUAAA. A copy of such report will be published in any publications to be chosen by the Board of Trustees.
The Secretary shall keep the minutes of the meetings of the Officers. He (or she) shall see that all notices are duly given in accordance with the provisions of the By-laws or as required by law; he (or she) shall be the custodian of the records of the Foundation; and, in general, he shall perform all duties as, from to the office of a secretary of a corporation, and such other duties as, from time to time, may be assigned to him (or her) by the Board of Trustees or the President.
The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Foundation, and shall deposit or cause to be deposited, in the name of the Foundation all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Trustees. He (or she) shall render to the President and to the Board of Trustees when requested an account of the financial conditions of the Foundation.
The board of trustees shall have power at any regular or special meeting to remove any Officer with or without any cause and such action shall be conclusive on the Officer so removed. The board may authorize any Office to remove any subordinate officers.
The Board of Trustees at any regular or special meeting shall have power to fill a vacancy occurring in any office for the unexpired portion of the term.
ARTICLE V — COMMITTEE(S)
The Board of Trustees, by resolution, may provide for such standing or special committee(s) of three (3) or more members of CTUAAA as it deems desirable, and discontinue the same at pleasure. Each such committee(s) shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Trustees of CTUAFA.
ARTICLE VI — AMENDMENTS
These By-laws and the Articles of Incorporation may be amended, repealed or added to by an affirmative vote of more than two-thirds of the Trustees voting in person or by proxy at the meeting of the Board of Trustees of CTUAFA.