BYLAWS

Section 1 — Name: The name of the organization is North America Alumni Association of
Hunan Agricultural University (NAHAU). It is a nonprofit organization incorporated under the laws of the State of Missouri.

Section 2 — Purpose: North America Alumni Association of Hunan Agricultural University (NAHAU) is organized exclusively for charitable, scientific and education purposes.

including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Specifically, the purposes of NAHAU are:

· to foster friendship, trust and cooperation among alumni

· to provide social and career assistance to alumni

· to promote exchange of information on culture, science and technology

· to contribute to the general well being of Hunan Agricultural University

Section 1 — Alumni Members: Any person who (a) has worked as faculty or staff for, or studied for six months or more at Hunan Agricultural University; and (b) notifies this organization his/her contact information such as telephone number, and postal mail and e-mail addresses.

Section 2 — Guest Members: Any person who wishes to participate in NAHAU activities. Guest Members shall have the same privileges and benefits as Alumni Members except that they shall not vote or be elected as directors or officers.

Section 3 — Membership Registration: The membership in NAHAU is free. Voluntary donations to NAHAU are encouraged. Membership registration is open throughout the year and can be completed by e-mail to the NAHAU membership subcommittee or via NAHAU website (http://www.NAHAU.com).

Section 4 — Membership Action: Every act or decision done or made by a majority of the members present at a Membership Meeting is the act of the entire membership.

Section 1 — Membership Meeting:

a. Date of the Regular Meeting. Regular Membership Meeting is held once every two or four years. The date for Regular Membership Meeting shall be decided by the Executive Committee.

b. Chair of the Meeting. The Chair shall be designated by the Executive Committee and shall be given all assistance by the Executive Committee in organizing the Membership Meeting.

c. Notice of the Meeting. Notice of Membership Meeting shall be sent to registered members at least 90 days prior to the date of the meeting. The notice shall include the date, time, location, agenda, and chairperson of the meeting.

d. Businesses of the Meeting. The businesses to be conducted at Membership Meeting shall include, but not limited to, approval of the current Executive Committee’s Report for the previous year(s), changes in the Bylaws if necessary, election of a new Executive Committee.

Section 2 — Regional Membership Meeting

Regional Membership Meetings may be called once every one or two years. Those who call the meeting shall designate a member as the Chair of the meeting. The notice of the meeting shall be sent to all members at least four weeks prior to the meeting and shall include the agenda of the meeting.

Section 1 — Member: The organization shall have at least nine executive committee members serving as officers of the organization. The Executive Committee consists of President, Vice Presidents, Secretary and members-at-large, and will be responsible for five major activities, i.e., Financial affairs, Membership, Professional development and scientific information exchange, Communications, and Social Activity.

Section 2 — Power: The activities and affairs of this organization shall be conducted by or under the direction of the Executive Committee.

Section 3 — Election of the Executive Committee: Members of the new Executive Committee shall be nominated by the current Executive Committee or by at least 5 registered alumni members. Any nominated alumni winning the most votes of the registered alumni members attending membership meeting or elected by three-forth of the Executive Committee during membership meeting recess shall become members of the Executive Committee.

Section 4 — Terms of Office: Each Executive committee member shall hold office until the next regular meeting for election of the Executive Committee. Executive committee member can be re-elected and serves up to two consecutive terms.

Section 5 — Compensation Executive: Committee members shall serve without compensation.

Section 6 — Regular Meetings: Regular meetings of the Executive Committee shall be held once every year at a time and place designated by the Executive Committee. Regular meetings could be held via Teleconference or Webconference calls.

Section 7 — Special Meetings: Special meetings of the Executive Committee may be called by the President, the Vice President, the Secretary, or by any two members-at-large.

Section 8 — Majority Action as Committee Action: Every act or decision done or made by a majority of the members present at a committee meeting is the act of the Executive Committee.

Section 9 — Resignation and Removal: Committee members may be removed without cause by two-thirds majority of the members then in office. A member shall be considered as having resigned from the committee if he/she fails to attend committee meetings three times consecutively.

Section 10 — Duties of President, Vice President, Secretary and Treasurer: The President shall be the chief executive officer of the organization and shall supervise and control the affairs of the organization and the activities of the subcommittees.

Vice Presidents shall assist the President in the performance of his or her duties. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the President or the Executive Committee shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

The Secretary shall (a) certify and keep the original or a copy of these Bylaws as amended or otherwise altered to date, (b) keep and distribute a book of minutes of all meetings of the committee, and, if applicable, meetings of members.

The treasurer shall make a report at each board meeting. The treasurer

shall chair the finance committee, assist in the preparation of the budget,

help develop fundraising plans, and make financial information

available to board members and the public.

Section 1 — Subcommittee formation: The executive committee may create subcommittees as needed, such as Communication, Finance, Public relations, Scientific exchange, Membership, Organization & Law, etc.

Section 2 — Subcommittee chairs: The president and vice presidents jointly appoint all subcommittee chairs.

ARTICLE VI — DISSOLUTION AND CHANGE OF LEGAL STRUCTURE OF THE ORGANIZATION

Section 1 — Dissolution: The organization may be dissolved by voting of two-thirds of the registered alumni. The change in legal structure of the organization, e.g. from a social club to a registered nonprofit corporation, requires approval by the Executive Committee or the majority of the registered alumni.

Section 2 — Assets Distribution: Upon the dissolution of the corporation, assets 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 government, or to a state or local government, for a public purpose. Any such asserts not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 1 — Interpretation: The interpretation of the Bylaws is the privilege of the Executive Committee unless the majority of the membership overrules the committee.

Section 2 — Amendment: These Bylaws may be altered, amended, or repealed by the Executive Committee or the majority of the registered alumni attending membership meeting.

These bylaws were unanimously approved at the 1st membership meeting on May 30, 2004 and amended on May 1, 2008.