历届董事会成员

(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

1. HGHSOAA is a non-profit organization. HGHSOAA is independent of HGHS. HGHSOAA is independent of any other organizations.
2. The purposes of HGHSOAA shall be carried on without pecuniary gain to its members and no dividends shall be declared or paid. Membership dues, donations and any accretions to HGHSOAA shall be used in promoting its purposes. 
3. Upon winding up or dissolution of HGHSOAA any funds of HGHSOAA remaining after the satisfaction of its debts and liabilities shall be given or transferred to an organization or organizations having purposes of a like nature to HGHSOAA.

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

1. The HGHSOAA shall be governed by a  Governing Board (”Board”) consisting of 5 to 18 directors (“Directors”). The Board has the power to interpret this bylaw. The Board is forbidden to conduct any political, business and other activities inconsistent with the purpose of HGHSOAA without pre-approval by 75% vote of the entire Board. 
2. Important decisions of HGHSOAA shall be approved by a majority of the entire Board. 
3. The Board may establish one or more standing committees to assist the Board in various areas such as Membership/Alumni Services, Nomination, Accounting/Finance, Publicity/Communications. When establishing a standing committee, the Board shall define its duties, responsibilities and terms. Each standing committee shall report to the Board and shall execute the resolution of the Board. It shall be chaired by a Director selected by the Board and may consist of one or more committee members appointed by the chair subject to approval by the Board. The Board may for any or no reason disband or abolish any such Committee or remove any such Committee member. 
4. Duties and Responsibilities of the Governing Board
   1. Meet at least four times a year.
   2. Serve as the decision making body of the Association, overseeing all activities and approving all decisions. 
   3. Elect Directors and officers in accordance with these bylaws,
   4. Amend and adopt all bylaw changes. 
   5. Addresses such other matters as may be presented by Directors, the Executive Committee, functional committees, and affiliates. 
   6. A quorum shall consist of 5 Directors or two-third (2/3) of the Directors of the BOARD, whichever is greater.

Section 2. Executive Committee

1. The Board shall appoint an executive committee (EC), consisting of at least a chairperson, a vice-chair, and a secretary selected from the Directors. 
2. The EC facilitates the work of the Board by setting up meetings including agenda, time, place, and means. The EC shall follow the bylaws and execute the resolutions of the Board. 
3. The EC chairperson represents HGHSOAA and publishes announcements and other communications. He/she can delegate one or more of his or her responsibilities to any other Directors upon approval from the Board. 
4. The EC is responsible for depositing funds raised by HGHSOAA into a bank and to co-sign all checks.
5. The EC is responsible for recording all contributions and expenditures, and making available to all Registered Members an up-to-date summary of contributions and the detail of any expenditure 90 days after the closure of each fiscal year or within 30 days upon receiving such a request from any Registered Member.
6. The EC is responsible for maintaining an up-to-date list of Registered Members who are eligible to vote.
7. The EC can invite advisors to attend Board meetings and to participate in Board email discussions absent an objection from any Director. 

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

1. At regular meetings of Board, replacement Directors may be proposed by the Nomination Committee and be elected by a majority vote of the Directors present at such an election meeting having a quorum as set forth in Article III, section 1.4.f above. Candidates with the most votes shall assume the positions of replacement Directors 30 days from the election meeting.   
2. The term for a Director is 2-year. There is no term limit.
3. The Board may, by a majority resolution, decide to hold an annual or special meeting of all Registered Members at the time and place the BOARD so decides, provided that the Board gives a notice of such a meeting and its purpose to Registered Members at least 30 days prior to the meeting; notice by electronic means shall suffice.   

Section 2. Operations

1. Any Board Director can make a proposal  at a Board meeting or to all Directors via electronic communications for the Board to vote on his/her proposal. The majority of the Board shall call for such a voting. The voting deadline must be at least 72 hours after the call.
2. The term of the EC is two years. No one is to hold the EC Chairperson position for two consecutive terms. The EC Vice-chair shall serve as acting chair at Chairperson's absence.
3. Upon an impeachment by a majority vote of the entire Board, the EC Chairperson is to step down immediately.
4. Standing committee chair's term is one-year and there is no term limit.
5. An Officer can resign from the Board, the EC, or other subcommittees by providing a notice of resignation seven days in advance. Replacement of resigned officers shall be appointed by the Board.
6. A committee member can be removed without any reason from a standing committee or other subcommittees by a majority vote of the entire Board.
7. A Director can be removed, with or without cause, from the Board and the EC by a seventy-five percent (75%) vote of the entire Board.

Section 3. Majority Action

1. Every act or decision or resolution done or made by a majority of the Directors of the entire Board at a meeting duly held at which a quorum is present is the act of the BOARD, unless the Certificate of Incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. A board resolution can be adopted without a meeting only with a seventy-five percent (75%) written vote of the entire BOARD.
2. Except as otherwise provided under the Certificate of Incorporation, these bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the chairperson shall entertain at such meeting is a motion to adjourn.

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.