Constitution and By-Laws

CONSTITUTION OF THE YALE CLUB OF BEIJING

PREFACE

The Yale Club of Beijing (“the Club”) is an informal social group in Beijing, China comprising of alumni and friends of Yale University.  It is affiliated with the Association of Yale Alumni in New Haven, CT, USA, a group of alumni formed to support the objectives of Yale University by serving as a bridge between the University and its alumni body.  The objective of the Club is to perform this function for alumni in Beijing; specific objectives are listed below.  As an informal social group of its members, the Club is not the legal responsibility of either Yale University or the Association of Yale Alumni.  The Club receives no funding from outside China and is operated in accordance with its Constitution and By-laws. In order to secure the stability and continuity of the Club, the following Constitution is hereby adopted.

I.   NAME

1.    The name of this group shall be The Yale Club of Beijing (北京耶鲁校友会).

II.   OBJECTIVES

To support and promote the principles, values, and objectives of Yale University by activities including, but not limited, to:

a)    Conducting and participating in informative and social activities for the edification, fellowship and enjoyment of members and guests;

b)    Collecting and/or using funds from the members in support of the Club’s activities and for other selected educational and charitable activities in China;

c)    Interviewing prospective students for attendance at Yale University;

d)    Supporting other Yale groups and programs in Beijing;

e)    Developing alliances and/or joint programs with other Yale Clubs and/or other alumni clubs in Beijing, as considered appropriate and feasible by the Board;

f)    Contributing to China through volunteerism and service;

g)    Promoting inter-cultural exchange, understanding, and dialogue between China and the United States.¬

III.   MEMBERSHIP

1.    There shall be two categories of membership: Regular and Friends of the Club.

2.    Regular Members shall include: graduates from any school of Yale University, recipients of honorary degrees from Yale University, any person who has taught or worked at Yale University, or any current student, instructor, or employee of Yale University.

3.    Friends of the Club shall include individuals who support the objectives of the Club but who do not qualify for Regular membership.  Friends of the Club are non-voting members.

4.    An application for membership shall be accepted upon confirmation of credentials as specified in III.2 above, or, for Friends’ membership, upon receiving an introduction from a member and approval of the President.

5.    Active Members shall be all members who have paid their annual dues for the current membership year.

6.    Only Active Regular members shall be voting members of the Club.

IV.   BOARD OF ADVISORS AND OFFICERS

1.    The affairs of the Club will be overseen by a Board of Advisors (the “Board”) composed of no fewer than six or more than fifteen members.  The affairs of the Club shall be managed by the Officers.

2.    The number and titles of Officers to be elected each year shall be decided by the Board based on the needs of the Club and the willingness of members to serve. Officer positions shall at a minimum include a President, Vice President and Treasurer.  The Board shall nominate a group of candidates in accordance with the By-laws.  Other Active Regular Members may nominate themselves, if they wish to run, by communicating in writing to the Board their willingness to serve, the office, and the names of two other Active Regular Members who second their nomination.  The Board may in its sole discretion accept or reject the candidacy of any person to ensure the best interests of the Club.

3.    The President shall have the power to invite and appoint persons from within the Officers or other Active Regular Members to fulfill specific functions needed to manage the Club efficiently and effectively.  The term of office of these persons shall be the same as the President who appoints them.  Officers may serve concurrently in such positions as determined by the President.

4.    The President shall have the power to create or dissolve standing committees of the Club composed of members and to appoint or remove Chairs of those committees.

V.  ADVISORY BOARD

1.    The Board serves as: (1) advisors to the Club, its officers and its members; (2) the Nominating Committee of the Club; and (3) the interpreter of the Club’s Constitution and By-laws.

2.    Members of the Board shall include the two most recent past Presidents of the Club if willing to serve and any other Regular Members invited by the Board of Advisors.

3.    Members of the Board may be invited or removed from the Board of Advisors at any time with a two-thirds vote of the Board.

4.    Willingness of the members of the Board of Advisors to serve is to be confirmed annually for the year beginning June 1.

5.    Members of the Board can serve a maximum of four consecutive years on the Board of Advisors. Once a member has served four consecutive years, he/she must retire from the Board for at least one full-year term before being re-eligible to serve on the Board for another maximum period of four consecutive years.  Members of the Board as of June 2012 are eligible to serve until May 31, 2016, subject to their willingness to serve and residency in Beijing which is confirmed annually.

6.    Members of the Board must be residents of Beijing to be eligible to serve on the Board. Members are considered residents if the Member’s primary residence is Beijing, the Member resided in Beijing no more than two years prior to the beginning of the term  of service, or the Member intends to reside in Beijing for at least 180 days during the term of service.

VI. APPROVAL AND AMENDMENTS

1.    This Constitution and By-laws was developed and approved in the first instance by the Board in May 2010. The current Constitution and By-Laws were amended by a two-thirds vote of Members of the Board in June 2012 and further amended by a two-thirds vote of the Members of the Board in January 2014.

2.    The Constitution may be amended by a two-thirds vote of the Board.

3.    The By-laws may be amended by a majority vote of the Board.

4.    The Board shall be the sole authority for the interpretation of the Constitution, By-laws, and any decisions made in the exercise of its responsibility.  The Board will decide any matter affecting the Club not provided for in the Constitution or the By-laws in its sole discretion. The Board may, but is not required to, seek the advice of the Officers on such matters.

BY-LAWS OF THE YALE CLUB OF BEIJING

I.  MEMBERSHIP

Persons eligible for Membership shall become Active Members upon payment of the annual Membership Fee.

II. ELECTIONS AND TERM OF OFFICE

1.  Election of Officers

1.1    The Board acting in its capacity as Nominating Committee of the Club shall issue a call for candidates and nominate candidates in accordance with Article IV.2 of the Constitution.  Any Member who wishes to nominate him/herself shall notify the Board at least four weeks ahead of the election date.  Each candidate must be willing to serve and must be an Active Regular Member.  The Board shall review the qualifications of each candidate and the membership records of the Club to determine eligibility.

1.2    The list of positions and candidates shall be communicated to the members by the Board at least two weeks before the date of the election.

2. Elections

The Board shall decide the date and procedures of all elections which, if possible, shall be in the month of May each year, supervise the election, and announce the results to the members of the Club.  The Board may establish a cut-off date prior to each election to ascertain the roster of eligible voters.  The Board in consultation with the Officers will use its best efforts to conduct the election on-line.

Each voting member will have one vote for each open Officer position.

3. Term of Office

The term of office for all Officers shall be one year, beginning on June 1 of each year, with election held on May 15.  If the Board determines it is impracticable to hold an election before June 1, the term of the existing Officers may be extended until the election is held, but such extensions shall be no more than three months.

Prior to the end of each term, the President shall make a report to the Board and Members on: (1) the activities of the Club for the year just concluded; (2) the financial condition of the Club; and (3) any other matter that in the judgment of the Officers or Board should be reported to the Club.

5.    Vacancies

If the office of the President shall become vacant during his or her term, the President shall be succeeded by the Vice President.  Any open position for an Officer between elections shall be filled by a current Officer or another Active Regular member selected by the President unless vetoed by a majority vote of the Board within a week of such selection.   All shall serve in their new capacities until the next election.

III. PROGRAMS, COMMITTEES AND FUNCTIONARIES

1.    The Club has established and intends to maintain the following programs:  Alumni Schools Committee; Book Award; Book Program; Bulldogs in Beijing; Graduate Student Summer Immersion Program; Project Kickstart; and Yale Day of Service.

2.    The President has appointed Active Regular Members to lead the following Club functions in the past: Communications, Monthly Speaker Series, Membership, Events, Webmaster, Treasurer, AYA Representative and Volunteers.

IV. MEMBERSHIP FEES

1.    There shall be an annual membership fee, which shall be determined by the Officers.  The Officers may decide to reduce or waive membership fees for members who have graduated within 24 months or are current students.  The membership year starts January 1st and ends on December 31st.  Fees are not pro-rated for those who become members during the year.

2.    Membership fees are to be used towards expenses of the Club. In the event those expenses exceed the amount collected as membership fees, members may be requested to contribute voluntarily towards the expenses of the Club.  An accurate record of contributions by members must be maintained by the Officers.

V. FUNDING

1.    The Officers may at any time organize or approve the organization by others of events for the purpose of soliciting funds for activities and programs of the Club, including but not limited to charitable and/or educational activities.

2.    The purpose for soliciting funds must be clearly stated on all such documents, circulars, letters, etc. and must be consistent with the objectives of the Club.

3.    Whenever funds are collected for charitable and/or educational purposes, the President is responsible for ensuring that accurate records are maintained reflecting (a) the name of the contributor; (b) the amount contributed; (c) the purpose of the contribution; and (d) the disbursement of the contribution.

VI. USE OF FUNDS

1.    Funds of the Club shall be disbursed to achieve the objectives of Section II of the Constitution, provided, however, that funds of the Club shall not be distributed to members, and members shall not receive remuneration or compensation for service to the Club.

VII. MEETINGS

1.  Meetings and Resolutions of the Officers.

1.1    The Officers shall meet at least once every three months on a schedule they shall determine.  Additional meetings may be called by the President, or by any two other Officers by providing email notice to all Officers at least one week in advance of the meeting date.

1.2    A majority of the Officers, attending in person or by proxy, shall constitute a quorum.  An Officer unable to attend a meeting may give his or her written proxy to another Officer authorizing such member to vote on behalf of the absent member at the specified meeting.  If required, new proxies must be issued for subsequent meetings

1.3    Decisions of the Officers shall be by majority vote of any meeting.

1.4. Meetings may be conducted by conference call.

1.5. If necessary, any Officer may propose, and a quorum of the Officers may approve, any resolution by email.

2.  Meetings of the Board of Advisors

The Board shall meet at least once per year.  Other than for amendments to the Constitution and By-laws as provided for in Article VI of the Constitution, the quorum and decision procedures specified in Articles VII.1.2, VII.1.3, VII.1.4 and VII.1.5 of the By-laws shall also apply to the Board.  The Board may adopt written resolutions via facsimile or email.