Bylaws of the Greater Philadelphia Association of
Chinese Computer Professionals (PCCP)

Article 1. Name

The name of this corporation shall be the Greater Philadelphia Association of Chinese Computer Professionals (PCCP).

Article 2. Mission

This corporation is a nonprofit corporation whose founding members are Chinese working on information technology mainly in the mid-Atlantic area surrounding Philadelphia. It aims at promoting friendship, business partnership, information exchange, and technical assistance among its members to foster social, financial, and career growth of its members. It also serves as a vehicle by which its members could contribute their technical know-how to the general public.

Article 3. Members

Section 1. Classes and Privileges
The corporation shall have three classes of members: Life, Regular and Student. Student members have all the rights and privileges of Regular members.

Section 2. Eligibility
The Board shall determine the qualifications for membership in the corporation.

Section 3. Membership
A person becomes a member (Life, Regular or Student) upon acceptance of an application for membership by the corporation and payment of dues.

Section 4. Voting Rights
Each Regular member in good standing for 3(three) months or more as of the record date shall be entitled to one vote on any vote of the membership.

Section 5. Termination of Membership
The Board, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member.

Section 6. Liability
No member of this corporation shall be personally liable for any indebtedness, obligation, or liability of the corporation, and all creditors of the corporation shall look only to the assets of the corporation for payment.

Article 4. The Board of Directors

Section 1. Election of the Board of Directors
The Board is not subject to elections by members. The annual election is for the president of the corporation who may or may not be a Board director at the election. The president may decide to be a board director any time during or sixty (60) days after his/her term of presidency, effective thirty (30) days after informing the Board.

Section 2. Board size
The Board of Directors consists of no less than 3, but no more than 7 people.

Section 3. Board Directors

1. The board elects a Chairperson who is responsible for calling board meeting, which is usually done by email.
2. The term is one year. The consecutive term-limit of a director is 4.
3. Board directors are not entitled to any compensation, even travel expenses to board meetings or on other board duty.
4. A director can resign any time.
5. A director is considered as resigned if he or she does not response Board casting calls, which are monitored by the Chairperson, for more than 45 days.
6. A director is removed for cause by a unanimous affirmative votes other than the vote from the director to be removed. This item may be overruled by Item 7 of Section 3 in this article.
7. When the number of Board directors exceeds the upper limit, it is expected but not required that most inactive Board director or the longest-stayed Board director would resign. If no director is willing to resign, the board is required to vote to remove extra existing directors. The directors to be removed will remain on board and have voting right for 30 more days. When the number of Board directors is less than the lower limit, the Board is required to vote to add directors. Such newly added directors will have voting right in 30 days.

Section 4. Board Powers
The Board has the ultimate power on all issues except the annual election and the others specified by the Bylaws. The Board can veto any decisions made by the president.

Section 5. Decision procedures

1. The Board is required to vote on any motion seconded.
2. Any decision made by the Board requires 2/3 for-votes. This implies a 2/3 quorum. This item may be overruled by Item 7 of Section 3 in this article.
3. The debate time for any motion is no less than 3 business days unless the Board unanimously agrees to vote earlier.
4. The time of casting votes is no less than 4 business hours, but no more than 10 days.

Article 5. Executive Officers

Section 1. President

1. The president is elected at the annual election by members, which is conducted usually in May.
2. The president is in charge of daily operation of this corporation.
3. The president is the only decision maker of the Executive Committee.
4. The president is required to report all decisions, which change corporation operations, to the Board before executions of any such decisions. If the president does not receive any objections from any board members within two business days after the report, he is entitled to implement the decisions. Otherwise, he must wait for the approval from the Board.

Section 2. Executive Committee

1. The president appoints an Executive Committee consisting of him/herself, a vice-president, a secretary and a treasurer.
2. According to operation needs, the president may appoint several task subcommittees.
3. The vice-president shall represent the president when the president is absent.
4. The secretary shall prepare reports to the Board on the operation.
5. The treasurer shall prepare finance reports to the Board.
6. Other than the president, at most one Board director can be on the Executive Committee.

Section 3. Compensation
The president and all appointed officers are entitled to compensations for the services unless the officer is a current Board director. The compensations must be approved by the Board.

Section 4. Terms
There is no limit on the terms of the president and officers.

Article 6. Dissolution

1. If the board has less than 3 directors for more than 60 days.
2. Or if Section 4 of Article 4, or Item 3 of Section 3 of Article 4, is amended.
3. Upon the dissolution, all assets must be distributed to the state government of Delaware (corporation state) or the federal government of the USA, but not to any individual or organization.

Article 7. Bylaws Amendment

1. Article 7 is not subject to any amendment.
2. Bylaws can be amended by the Board any time. It has a period ten months before the amendment can be effective. Before an amendment becomes effective, it can be abandoned but not be changed.
3. Section 4 of Article 4, and Item 3 of Section 3 of Article 4, shall never been amended.