CHINESE AMERICAN WATER RESOURCES ASSOCIATION
(Revision December 1998)
ARTICLE 1. NAME
Section 1.1 The name of the organization shall be the Chinese American Water Resources Association (abbreviated as CAWRA), hereinafter designated as the Association.
Section 1.2 The address of the Association shall be in the United States and be that of the current President unless otherwise designated by the Board of Directors.
ARTICLE II. OBJECTIVES
Section II.1 The Association is a nonprofit, nonpolitical organization. The Association is organized exclusively for educational, scientific, and engineering purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
Section II.2 The objectives of the Association are to advance the state-of-the-art research and application concerning the water resources, and it's relevant fields internationally with emphasis in the geographic region around both sides of the Taiwan Strait; to provide a forum for technical information exchange; to promote technical cooperation between both sides of the Taiwan Strait and among international entities through its members; and to advance the profession of the members.
Section II.3 The Association shall facilitate professional development of its members and technology transfer through its members.
ARTICLE III. MEMBERSHIP
Section III.1 The membership shall consist of Chinese-Americans and other persons of any race, gender, nationality, or religion who are interested in furthering the objectives of the Association.
Section III.2 A member shall be a person, organization or affiliation who is presently engaged or has interest in research, teaching, or practicing in the fields related to the development of water resources and related fields in both sides of the Taiwan Strait as well as international, and has paid the annual membership dues of the Association as specified.
Section III.3 Members shall be equally entitled to all privileges of the Association as specified in By-Law.
Section III.4 Type of membership, member privilege, annual dues of members shall be established in By-Law.
Section III.5 Removal of a member from the Association for violation of CAWRA constitution shall require the approval of a two-third majority of the Board of Directors.
IV. BOARD OF DIRECTORS AND OFFICERS
Section IV.1 The Board of Directors (Board) shall consist of six (6) directors. Four (4) of them shall be elected as the voting members and the fifth and sixth shall be served by the President and the President-elect of the Association.
Section IV.2 The Chairperson of the Board shall be the President-elect who will cast his/her vote only when the ballot is split even.
Section IV.3 The President shall be a non-voting board member representing the exacutive office of the Assosiation in the board.
Section IV.4 The Board is responsible for directing the mission of the Association, providing timely suggestions to the Office of Presidency, approving managemental, operational and other activity proposals submitted from the Office of Presidency, and amending the By-Law as deemed necessary.
Section IV.5 The terms of the four elected Directors of the Board shall be four years with one-half of said terms expiring biennially.
Section IV.6 The Officers of the Association shall consist of a President, a President-elect, and a Secretary/Treasurer or a Secretary and a Treasurer.
Section IV.7 The President and President-elect shall be elected with the majority of votes cast by the member of the Association.
Section IV.8 The Secretary/Treasurer or a Secretary and a Treasurer will be appointed by the President.
Section IV.9 The terms of the President and President-elect shall be two years.
Section IV.10 The President shall be the chief executive officer of the Association, be the representative of the Association in its official capacity, be responsible for the well-being of the Association's management and operation, and shall report to the Board of Directors on all maters concerning the planning and development of the Association affairs
Section IV.11 All elected directors and officers may be reelected for the same position after two years off from his/her last position with the Association.
Section IV.12 All terms begin on September 1 and end on August 31 of the term year.
Section IV.13 In the event of a vacancy occurring in the Office of Presidency, the unexpired term shall be filled by the President-elect. The vacancies of other officers shall be filled by the recommendation of the president and approved by the Board. In the event of a vacancy occurring in the Board, the Board shall call a special election within 30 days to elect a Successor to fill the unexpired term.
ARTICLE V GOVERNMENT
Section V.1 The government of the Association shall be vested in the Members. The membership shall establish missions of the Association in conformance with the provisions of the Constitution.
Section V.2 The board shall be aware of and reflect the needs of the membership at large, shall establish the policy of the Association, and shall be responsible to the membership at large.
Section V.3 The Board shall oversee the operation of the Association, and may remove any officer(s) by a two-third majority vote of the Board, for violation of this Constitution.
Section V.4 Administration of the Association will be defined in By-Law which shall be established and amended by the Board or proposed by the Office of Presidency and approved by the majority of the Board members.
ARTICLE VI ELECTIONS
Section VI.1 The election year of the Association is the odd years of the calendar year, i.e. 1999, 2001, 2003, etc.
Section VI.2 A Nomination Committee shall consist of four members including the President (chair), President-Elect, and two other elected Board Directors with the longest term remaining in their offices. The Nomination Committee is charged to search and nominate candidates for the Association's Board of Directors and President-Elect. The slate of nominees proposed by the Nomination Committee shall be on the ballot.
Section VI.3 Election of new Directors of the Board and new President-Elect shall be conducted by mail one month before the expiration of the term (September 1). The Chairperson of the Board of directors shall report results of the election to members by mail or on the newsletter of the Association.
Section VI.4 The ballot containing the mame of nominees (President-elect and two Board of Directors) shall be mail to all members no later than July 31 of the election year.
ARTICLE VII MEETING
Section VII.1 The Association shall hold Biennial Meeting and may convene additional meetings, conferences, seminars, and workshops as the President so proposes and as the Board of Directors deems necessary. The President or the person he/she delegated shall preside at and conduct all meetings.
Section VII.2 The report of the financial condition of the Association and reports of principal officers and committees shall be presented at the Biennial Meeting.
Section VII.3 The location of the next Biennial Meeting shall be proposed by the President and endorsed by the Board and announced to the general membership through mail or the newsletter of the Association.
Section VII.4 With exception of the Biennial Meeting mentioned above other meetings may be performed to conduct business of the Association through, but not limited to, mail, fax and e-mail. An official memorandum of such meeting shall be prepared and filed to an appropriate office of the Association.
ARTICLE VIII ADMINISTRATIVE ORGANIZATION
Section VIII.1 The administrative organization of the Association will be regulated and defined on the By-Law. A new administrative office may be established and/or the function of old administrative office amended as deemed necessary according to the current mission of the Association, proposed by the President Office, and approved by the Board.
Section VIII.2 Various standing and technical specialty committees may be established to carry out functions, activities, and investigations proposed by the President and approved by the Board.
ARTICLE IX INUREMENT OF INCOME
Section IX.1 No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, officers, or private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
ARTICLE X LEGISLATIVE OR POLITICAL ACTIVITIES
Section X.1 The Association is a nonprofit, nonpolitical organization. No substantial part of the activities of the Association shall be the carrying of propaganda or otherwise attempting to influence legislation and the Association shall not participate in or intervene (including the publishing or distribution of statement) any political campaign on behalf of any nation or candidate for public office.
ARTICLE XI OPERATIONAL LIMITATIONS
Section XI.1 Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on
(a) by an Association exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or
(b) by an Association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE XII DISSOLUTION CLAUSE
Section XII.1 Upon the dissolution of the Association, the Association shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of the Association in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organization under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively of such purpose.
ARTICLE XIII AMENDMENT
Section XIII.1 Proposal to amend this Constitution may be made by a majority of the Board of Directors or by a petition signed by at least ten (10) percent of the membership or twenty (20) members, whichever is larger.
Section XIII.2 The proposed amendment/s then shall be distributed to the membership at large to vote for or against the proposal.
Section XIII.3 An affirmation vote of two-thirds of all valid ballots casted shall be necessary for the adoption of any amendment to this Constitution.
Section XIII.4 Amendment/s adopted shall take effect immediately after the voting result is announcecd to the members unless otherwise indicated in the amendment.