CAMIT shall be a nonprofit, educational organization, and shall conduct all its activities exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as the same may be amended from time to time. The objectives of CAMIT shall include, but not be limited to, the following: to establish an association of Chinese alumni of MIT and friends for the exchange of information and flow of ideas, and to promote the interests of Chinese alumni of MIT; to establish a network and organization of resources so as to cultivate programs of special interest to alumni; and to assist, maintain and advance the prestige of MIT.

No part of the net earnings of CAMIT shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this article. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or the corresponding section of any future federal tax code).

This organization shall be bound by the by-laws of CAMIT, and may not take any action which is contrary thereto.

Membership, subject only to the eligibility provisions below, is open to any person 18 years of age or over, regardless of race, creed, color, sex, religion, sexual orientation, education, profession, economic status, or national origin.

Any alumnus, alumna, or any present or former student of MIT who subscribes to the objectives of CAMIT shall be eligible to become a Regular Member of CAMIT, and upon payment of dues with proper application shall be enrolled as a Regular Member.

Any other person who is endorsed by at least three Regular Members of CAMIT, and who subscribes to the objectives of CAMIT shall be eligible to become an Associate Member, and upon payment of dues with proper application shall be enrolled as an Associate Member.

Any person who has made significant contribution to his or her profession and/or the Chinese-American community may be elected to be an Honorary Member by the Board of Directors of CAMIT. No payments of dues shall by required of Honorary Members.

The Board of Directors may create one or more classes of corporate membership. If the Board of Directors chooses to create a corporate membership class, it shall specify the requirements for enrollment as a Corporate Member, including the amount of annual dues required, if any. The Board of Directors shall also specify the rights and privileges to which Corporate Members shall be entitled. Corporate Members shall not, however, be entitled to any voting rights and shall not hold elective office.

A Regular Member in good standing is entitled to one vote for the election of Directors to the Board of Directors and for any amendment to the by-laws of CAMIT. All Regular and Associate Members shall be entitled to one vote on all other matters.

The Board of Directors shall determine the level of annual dues for Members.

Other special membership classes may be established by the Board of Directors for Members who make contributions to CAMIT in excess of regular dues.

Any Member may terminate his or her membership at any time upon delivery of written notice to the Secretary of CAMIT. The effective date of such resignation shall be the date such notice is received by the Secretary. No refund of membership dues will be made.

Any Member who knowingly violates the By-Laws of CAMIT, or who engages in actions deemed by the Board of Directors to be contrary to the stated objectives of CAMIT and injurious to CAMIT may have his or her membership terminated by a majority vote of the Board of Directors. The Member subject to termination proceeding shall be entitled to written notice of the meeting(s) of the Board of Directors of CAMIT at which his/her membership is being considered; to appear at such meeting(s); and to respond to issues raised concerning his/her actions.

No Member shall commit CAMIT to any projects, programs, events, or conferences without the prior approval of the Board of Directors of CAMIT. All expenses incurred, or agreements made, without Board approval shall not be paid by CAMIT; the individual(s) who incur(s) such expenses or liability shall assume personal liability therefor. All monies belonging to CAMIT shall be received by, and all authorized expenses shall be paid by, the Treasurer of CAMIT from or to the parties involved as the case may be.

Any Member whose CAMIT dues are in arrears for ninety (90) days or more shall be dropped from the membership roll and shall have no privileges of membership, but may be reinstated upon application, acceptance, and payment of all past and current dues.

All power and authority to act on behalf of CAMIT shall be vested in the Board of Directors ("Board"). The Board shall consist of the Officers and the Directors, duly elected as set forth in this article.

Directors of the Board of Directors shall be elected from Regular Members of CAMIT. The number of Directors of the Board shall be at least seven (7) but no more than fifteen (15), and shall be elected by the members at a meeting called for the purpose of electing Directors ("Election Meeting"). The Board of Directors shall set the total number of Directors to be elected for the next term prior to the Election Meeting.

The term of office of all Directors shall be three years or until his/her successor has been elected. The terms of the office of the Directors shall be staggered such that approximately five (5) new Directors shall be elected to the Board of Directors each year.

Any member of the Board may resign his or her position by submitting a written resignation to the Secretary. Such resignation shall be effective as of the date received by the Secretary and shall automatically terminate his or her membership on the Board.

Any Director may be removed by a two-thirds majority vote of the entire Board (not including the Director to be removed) when in the Board’s judgment the best interests of CAMIT would be served thereby.

All vacancies that occur on the Board may, at the discretion of a majority of the remaining members of the Board, be filled by a majority vote of the remaining members of the Board. In the alternative, the Board may choose to hold a special election by ballot of the Regular Members in accordance with Article X.

A Director elected to fill a vacancy shall hold office for the remainder of the unexpired term of the directorship (s)he has filled.

Regular or special meeting of the Board shall be called at the discretion of the President or any three (3) Officers or Directors at such time and place as (s)he or they may designate. Notices of such meetings shall state the particular business to be transacted and shall be given at least three (3) days prior to such meetings.

There shall be at least two (2) meetings of the Board of Director per year.

The Officers of CAMIT shall consist of: President, President-Elect, Secretary, Treasurer, General Counsel, Vice-President of Programs, Vice-President of Public Relations and Vice-President of Membership.

The President-Elect shall automatically become President at the expiration of the President-Elect’s current term of office. All other Officers shall be elected by the Board of Directors at the first meeting of the Board after the Election Meeting and shall hold office for a term of one (1) year or until their successors have been duly elected. No officer shall be eligible for more than two (2) consecutive terms in the same office. If, however, at the end of the second consecutive term, there is no other candidate for the office, the Board may elect an Officer for a third consecutive term or extend the second term as may be necessary until another suitable candidate for the office is found. The term of office of each Officer shall begin on the first day of July after the Election Meeting, and shall end on the last day of June of the succeeding year.

In the event of a vacancy in the office of the President, the office shall be filled by the President-Elect. The President-Elect shall continue as President for the year that the Chair-Elect is scheduled to serve as Chair. All other office vacancies shall be filled by a Member elected by the Board for the unexpired term.

The President shall be the chairperson of the Board and the chief executive officer of CAMIT. The President shall preside at all meetings of members and of the Board, make regular reports to the Board of Directors and membership, act as a liaison with the MIT Alumni Association, sign all written contracts and other instruments made or entered into by or on behalf of CAMIT that have been approved by the Board, perform such duties as are prescribed by the Board and see that all orders and resolutions of the Board are carried into effect, and be an ex-officio member of all committees except the Nomination Committee.

The President-Elect shall perform the duties of the President in his/her absence or disability, assist the President, and shall perform such duties as are directed by the Board.

The Secretary shall keep a record of the proceedings of all meetings of members, the Board of Directors, and the Executive Committee. The Secretary shall also assist the President with all CAMIT correspondence not specifically assigned to others, send out notices of the Board of Directors meetings and maintain the membership roll.

The Treasurer shall receive all funds of CAMIT and shall deposit them in such bank or banks as may be approved by the Board. (S)he shall disburse these funds by check as may be ordered or authorized by the Board and shall be responsible for the issuing and signing of all checks which shall be cosigned by another officer authorized by the Board of Directors.

The Treasurer shall make regular reports, at least once annually, to the Board of Directors and the membership and shall make the accounts and records available to the members of the Board for inspection. (S)he shall keep an itemized record, in a permanent file of all receipts and expenditures and shall release to his/her successor within twenty (20) days after his/her term of office, all books, records and papers against a receipt therefor. The Treasurer shall chair the Finance Committee and may create subcommittees as needed.

The Treasurer shall bill Members for annual dues and issue receipts therefor.

The Counsel shall provide advice and counsel to the Board of Directors, and shall render legal opinion on matters relating to activities and policies of CAMIT.

The Vice President of Programs shall be responsible for planning, advertising and supervising programs. (S)he shall work with the Treasurer to arrange funding for programs. (S)he shall chair the Program Committee and may create subcommittees as needed.

The Vice President of Programs shall be responsible for public relations strategy, establishing and maintaining contacts with other MIT alumni/ae groups and organizations, and exchanging information with such groups. (S)he shall assist the Vice President of Programs with advertising and promotion of programs. (S)he shall chair the Public Relations Committee and may create subcommittees as needed.

The Vice President of Membership shall be responsible for membership recruitment and retention. (S)he will work with the Vice President of Programs to develop programs that will attract new members. (S)he shall chair the Membership Committee and may create subcommittees as needed.

Fifteen percent (15%) of the general (Associate and Regular) membership shall constitute a quorum of the body. Except where otherwise specified in these bylaws, the votes of a majority of the Members present at a membership meeting at which a quorum is present shall constitute the decision of the membership.

A majority of the members of the Board of Directors shall constitute a quorum of the Board. Except where otherwise specified in these bylaws, the votes of a majority of the Directors present at a Board meeting at which a quorum is present shall constitute the decision of the Board.

A Nomination Committee consisting of at least three (3) Regular Members shall be elected by the Board of Directors during the first quarter of every calendar year. The Nomination Committee shall solicit candidates for the directorship amongst Regular Members of CAMIT, and shall announce an Election Meeting and notify all Members. The Nomination Committee shall nominate one candidate for each vacant directorship and announce the slate of candidates prior to the Election Meeting. Further nominations may be made from the floor at the Election Meeting. The Nomination Committee shall also administer the election procedure.

There shall be at least one (1) regular meeting of the membership each year. Written notices of all meetings, with the place and time, are to be sent out by the Secretary no later than twenty (20) days prior to such meetings.

The Executive Committee shall consist of the elected Officers and immediate past President. The Committee shall carry on the day to day business of CAMIT between meetings of the Board of Directors; it shall handle the administrative duties of CAMIT and shall implement all resolutions of the Board and report its actions to the Board.

The Executive Committee shall meet upon the call of the President or any two Officers. If a vote of the Executive Committee is taken by telephone, the members of the Committee shall then verify their vote in writing to the Secretary.

The Membership Committee shall be appointed by the Vice President of Membership, subject to ratification by the Board of Directors. The Committee shall work with the Secretary to keep and publish an up-to-date directory of members. The Committee’s prime responsibility shall include devising means for encouraging attendance and for increasing membership.

The Finance Committee shall be appointed by the Treasurer, subject to ratification by the Board of Directors. The Committee’s prime responsibility shall including devising means for securing the financial soundness of CAMIT, and shall act in an advisory capacity to the Treasurer in all financial matters.

The Public Relation Committee shall be appointed by the Vice President of Public Relations, subject to ratification by the Board of Directors. The Committee shall be the liaison between CAMIT and other organizations. The Committee’s prime responsibility shall include devising means, including a newsletter, for distributing information about CAMIT, its programs and policies.

The Board may create any other committees for any definite purpose that will advance the objectives and programs of CAMIT. Any Members may be appointed by the Board to chair such committees.

These bylaws may be amended, altered, repealed or superseded, either in part or in whole, by a majority vote of Regular Members present at a membership meeting, provided that:

1. The amendment has been proposed by the Board of Directors or by a petition of ten percent (10%) of the Regular Members; and

2. That a written notice of the proposed amendment has been mailed to all Members in good standing, and postmarked at least twenty (20) days before the membership meeting. Such notice shall also state the date, time, and location of the meeting at which the proposed amendment(s) will be discussed and voted upon.

There may be an Advisory Council appointed by a majority vote of the Board of Directors. The prime responsibility of such a Council shall include advising the Board of Directors and Standing Committees on matters of policy and programs, aiding in fund raising and the development of CAMIT. Council members may be appointed from Honorary Members of CAMIT, but need not be a member of CAMIT.

CAMIT may be dissolved by a majority vote of all the Members in good standing in a specially called meeting of the Members, provided that the proposal and notice requirements as set forth in ARTICLE XIV AMENDMENT are satisfied. In the event of dissolution of CAMIT, any and all assets of CAMIT shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No member, Director or Officer of CAMIT shall be personally liable on any contract entered into by CAMIT or because of any act or thing done or omitted to be done on behalf of or in the name of CAMIT.

Copyright 2002 CAMIT, Chinese Alumni/ae of MIT.
Last modified on Wednesday, January 9th, 2002.