龚锐（会长，92届），杨帆（90届），张晓辉 (95届), 阮全松（91届），袁锦超 (97届)
(Revised August 1, 2020)
Section 1. Name
The name of the organization is the Huanggang High School Overseas Alumni Association, hereinafter abbreviated as "HGHSOAA". The Huanggang High School refers to the Huanggang High School in Huanggang, Hubei Province, China and its predecessors. The Huanggang High School will be abbreviated as “HGHS” in this document.
Section 2. Purpose
The purposes of HGHSOAA are: (1) to promote excellence in education, mainly through contribution to the HGHS, and (2) to promote individual growth and career development of overseas HGHS alumni, mainly through coordinating group interactions that foster friendship, trust, and leadership.
Section 3. Nature
Section 4. Offices
The registered office of HGHSOAA within the State of Delaware. HGHSOAA may also have offices other than said registered office within the United States and around the world.
Section 1. Qualifications for membership
1(a). Regular Membership is open to any person who resides outside mainland China, and:
(1) is granted a diploma or certificate by HGHS or by an affiliated institution; or
(2) has completed one year of study at HGHS; or
(3) is a former administrator, teacher or staff at HGHS;
(b). Honorary membership is awarded by the Governing Board to any person or organization who is not eligible for regular membership.
2. Registered members are those who meet eligibility of section 1.1 and have applied to the Governing Board, with the approval of the Board (“Registered Members”). A person may be removed as a Registered Member without cause upon the determination of the Board.
3. Registered Members of the Association do not have voting rights unless the Governing Board decides otherwise by a majority Board resolution. All Registered Members shall be entitled to equal rights and privileges and shall assume equal obligations, which are determined and assigned by the Board. The Board may change the rights, privileges, and obligations at any time by a majority Board resolution.
4. No current student, administrator, teacher or staff of HGHS is eligible for any membership.
Section 2. Eligibility to Assume Position
Only Registered Members are eligible to assume positions in HGHSOAA.
Section 3. Eligibility to Vote
The Governing Board at its own discretion by a majority resolution can invite all Registered Members to vote on a matter that the Board deems appropriate and necessary for such a vote. Votes casted by eligible voting members carry equal weights.
Section 1. Governing Board
Section 2. Executive Committee
Section 3. Affiliates
The Board shall have the power, by a majority vote of the entire Board, to form a subsidiary or affiliate for special purposes in alignment with the Purposes set forth in Article I, Section 2. Such a subsidiary or affiliate shall be managed independently by a special committee appointed by the Board. The special committee shall be chaired by a Director and may consist of one or more committee members appointed by the Board.
Section 4. Compensation
Directors, EC members, and committee members (hereinafter “Officers”) shall serve without compensation except that (i) a reasonable fee may be paid to an officer for attending a regular or special meeting as required by the Board and that (ii) fees associated with the officer’s meeting may be paid by the HGHSOAA. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to the officer shall be approved in advance, if less than US $500, by the Finance Committee, and if US $500 or above, by the Board.
Section 5. Nonliability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of HGHSOAA.
Section 6. Indemnification by HGHSOAA of Directors and Officers
The Directors and Officers of HGHSOAA shall be indemnified by HGHSOAA to the fullest
extent permissible under the applicable laws.
Section 1. Governing Board Appointment and Election
Section 2. Operations
Section 3. Majority Action
Section 4. Amending the bylaw
The Bylaws may be amended upon approval by at least seventy-five percent (75%) vote of the entire Board. However the new Bylaws can be effective only after fifty days of the amendment. To ensure the continuity and independent nature of HGHSOAA, Article I-1, Article I-2, Article I-3 and Article IV-4 of this bylaw shall never be changed in principle.