Article 1. Name
The name of the corporation is the China Health Policy and Management Society, hereinafter referred to as the CHPAMS or the Society. The CHPAMS is an independent non-profit and non-partisan organization and operates on the principles of integrity, mutual respect and non-discrimination.
Article 2. Mission
The mission of the Society is to improve health and health equity among Chinese people within and outside of China and to contribute to the advancement of population health research, practice, and education, including, but not limited to, in the areas of health policy and management, health economics, epidemiology, and global health. The CHPAMS strives to accomplish its mission by fostering and promoting scholarly exchanges among its members and with the Chinese public health community.
Article 3. General Membership
CHPAMS membership shall consist of all persons who are interested in promoting population health and related fields among Chinese people regardless of race, gender, religion, national or ethnic origin, or birthplace. A member must be at least eighteen (18) years of age and subscribe to the mission herein stated in the Bylaws of CHPAMS. There shall be two classes of members, voting members and non-voting members.
Voting members are any individuals who complete the registration specified by the Board of Directors. Only voting members in good standing shall be eligible to be elected as directors of the corporation or hold administrative or committee appointments in the Society and vote on any matters coming before the members.
Non-voting members are any persons who satisfy one of the three following conditions:
a. Individuals who subscribe CHPAMS mailing list but have not completed a membership registration.
b. Honorary Member: The Board of Directors may designate individuals with significant professional contributions as Honorary Members.
c. Institutional Member: The Board of Directors may designate academic, professional, or other legal entities with significant contributions to the Society as Institutional Members.
Article 4. Liability and Termination of Membership
Section 4.1. No member shall be personally liable for any debts, liabilities and/or obligations of CHPAMS.
Section 4.2. Membership is terminated if any of the following events occurs:
a. A member may voluntarily terminate membership by delivery of a written notice to the President to that effect.
b. Membership will be terminated if a member fails to either complete the membership registration or subscribe the CHPAMS mailing list.
c. If any member acts in a manner as to reflect discredit upon CHPAMS, as determined by a three-fourths vote of the Directors in office, acting at a meeting, the membership shall thereupon be terminated.
Article 5. Board of Directors and Officers
Section 5.1. The Board of Directors shall consist of seven directors, a President, a Secretary, a Treasurer and four Directors with portfolio (membership, academics, public relations, fund raising) hereinafter referred to the Directors, all elected as such by the membership. A President-Elect, as a non board member, shall also be elected by the membership. The President-Elect shall have the same right as Directors to notices of, and to attend and speak at, meetings of the Board of Directors but shall have no right to vote as a member of the Board (unless otherwise serving as a Director).
Section 5.2. All Directors, including the President, Secretary and Treasurer, shall be elected by a majority vote of the voting members who vote in the election. Elections may be conducted by mail or by electronic transmissions by the members or their proxies, if each electronic transmission either sets forth or is submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member’s proxy.
Section 5.3. To be eligible for President, an individual must have been a member for at least two years and must have served as a Director for at least one full-two year term.
Section 5.4. The President-Elect will assume the Presidency after the incumbent President’s term expires if elected as President by the membership.
Section 5.5. Three of the Directors (President, the Secretary, and a Treasurer) are Officers of the Society.
Section 5.6. No Director shall receive compensation for his/her voluntary services to the Society.
Section 5.7. Subject to Section 5.8, the terms of the Directors shall be two years (2), beginning on July 1 in the year of election and ending on June 30 in two years. No one may serve on the Board for more than three terms or six (6) years lifetime. The term of any Director automatically expires when the Director is no longer a member of the Society.
Section 5.8. In the event that a vacancy should occur in the office of the President, his/her unexpired term shall be filled by the Secretary. In case both the President and the Secretary positions are vacant, these positions shall be filled until the next election of Directors by the vote of a majority of the remaining Directors. Other Board vacancies may be filled with the remaining Directors to perform multiple functions. If Board vacancies are more than fifty (50) percent, an emergent general membership election shall be called to fill the unexpired terms of the vacant positions with a slate recommended by the remaining members of the Board.
Article 6. Duties of Directors and Officers
Section 6.1. The business and affairs of the corporation shall be managed under the direction of the Board of Directors.
Section 6.2. The President chairs the Board of Directors and is responsible for the overall management of CHPAMS, including but not limited to, coordinating the efforts among the Board and committees and resolving any membership concerns brought to his/her attention. The President may assign directors or their delegates to chair standing committees for functions such as fund raising, nomination, and election. Only the President or his/her delegate may make or transmit any public announcement of the Society activities with approval by the Board.
Section 6.3. The Secretary shall keep records of all businesses, correspondences, and board meeting minutes. The Secretary shall assist the President in all business related to the Society and temporarily exercise the functions of the President when the President cannot execute his/her duties for any reason.
Section 6.4. The Treasurer shall be responsible for all financial matters and shall ensure proper order of funds. He/she shall keep appropriate books, prepare a written report on finances for each Board Meeting and, file annual reports to IRS. In conjunction with the President, he/she shall propose the annual budget for approval by the Board. Only the Treasurer or the President is authorized to execute checks. No payments will be reimbursed without a receipt or equivalent written evidence. The Treasurer shall work with an auditor to audit the corporation’s finances on a regularly basis.
Section 6.5. The Director of Membership is charged with recruiting membership among eligible scholars, students and institutions. The Director shall be responsible for maintaining and keeping all membership records.
Section 6.6. The Director of Academics is responsible for developing science and research-related activities of the Society. The Director may serve on the Editorial Board of China Health Review, the official journal published by the Society.
Section 6.7. The Director of Public Relations oversees activities promoting CHPAMS among relevant institutions, at professional meetings and via other means as determined appropriate. The Director is responsible for the Society’s newsletter and its social media content.
Section 6.8. The Director of Fund Raising shall be responsible for all activities related to fund-raising, including but not limited to, designing the strategy for fund raising, outreach to the members and other potential donors, and organizing fund-raising activities.
Section 6.9. The President-Elect shall be updated with the societal activities and any decisions that may affect the Society when the President-Elect takes the President’s office in the next term.
Section 6.10. The Officers (the President, the Secretary, and the Treasurer) are responsible to execute the Board’s resolutions and maintain the daily operations of the Society between the Board Meetings.
Section 6.11. All Directors, under the supervision of outgoing President, shall transmit all documents to their respective successors at the end of their terms.
Section 6.12. All Directors are required to attend at least half of the scheduled Board Meetings in one year from July 1 to June 30 in the next year.
Article 7. Elections
Section 7.1. Regular election of new Board Directors and the President-Elect shall be held every two years, at least one month before the June 30 when the terms of the Directors expire.
Section 7.2. The Board shall appoint two voting members of the Society and the President-Elect to form the Nomination Committee, with the President-Elect as the Chair of the Committee. Preference of the Nomination Committee members will be given to Past Directors.
Section 7.3. The Nomination Committee shall submit to the Board a slate of nominees for the elective positions.
Section 7.4. Any voting member may be nominated as a candidate for a Director position or for President-Elect by written submission to the Nominating Committee endorsed with the signatures of the nominee and two(2) other voting members. The Nominating Committee may make its own nomination of candidates. The schedule of the nomination and election in the each election year are recommended as follows:
A. On or before February 1 in the Election Year, announcement of the formation of the Nomination Committee and solicitation of nominations for Board vacancies.
B. On or before March 1 in the Election Year, the nomination closes.
C. On or before March 15, the Nomination Committee will deliberate and recommend the final slate of candidates to the Board.
D. On or before April 15, the Board will announce the slate for election, and the election is open for voting members.
E. On or before May 1, the election is closed and the Board will announce the election results afterwards.
Section 7.5. The initial Directors are appointed by the Incorporator of CHPAMS.
Article 8. Government
Section 8.1. The Board shall establish policies for the operation of CHPAMS in compliance with the provisions of Article of Incorporations and the Bylaws.
Section 8.2. The Board shall oversee the operations of CHPAMS and may recommend to the members to remove any Director by a vote of at least two-thirds (2/3) of the directors in office for violating the Articles of Incorporation or the Bylaws. The said Director shall have the right to appeal to the Appeals Committee within two (2) weeks in written after being informed of the Board’s decision to recommend removal.
Section 8.3. Any complaint against any Director concerning CHPAMS operations shall be brought to the President or the Secretary if the complaint is against the President and be resolved by the Board.
Section 8.4. An Appeals Committee of five (5) voting Members who are not Directors shall be formed to hear the appeal of the expulsion of a member, the appeal of the removal of a Director, a recommendation by the Board that the members remove a Director, or other grievance resulted from the Board’s decision. In the case of an appeal only, three (3) of the five (5) members of this committee shall be recommended by the Board, and the other two (2) members shall be recommended by the individual bringing the appeal. Either the Board or the member bringing the appeal can overrule one and only one particular member designated by the other side in an appeal, in which case the other side shall designate an alternate member to whom no objection shall be permitted. The chair of the Appeals Committee shall be elected by its members.
Section 8.5. Any decision of the Appeals Committee is final.
Article 9. Meetings and Quorum
Section 9.1. English shall be the official language for the records and Chinese the alternate language for the meetings.
Section 9.2. The Board shall hold at least one regular Board meeting every two (2) months, at times specified by the Board and may convene additional meetings if necessary. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The call for a Board meeting shall be given in written with reasonable time in advance.
Section 9.3. Four (4) or more Directors present shall constitute a quorum for the conduct of business by the Board of Directors, except that if there are fewer than four (4) Directors in office, all of the Directors in office shall constitute a quorum.
Section 9.4. Ten (10%) percent of voting members, represented in person or by proxy, shall constitute a quorum of the members for the transaction of business at a meeting or for an election of directors by mail or electronic transmission. Except as otherwise provided by the Articles of Incorporation, these Bylaws or applicable law, the act of a majority of the members in attendance, in person or by proxy, at a meeting at which a quorum of the members is present, in person or by proxy, shall be the act of the members.
Section 9.5. A two-thirds (2/3) majority votes of the Directors present at a meeting at which a quorum is present shall be required to pass motions related to financial matters with values over $500, any personnel issues, and regulations considered in the Board Meetings. On other matters, except as otherwise provided by the Articles of Incorporation, those Bylaws or applicable law, the act of a majority of the Directors in attendance at a meeting at which a quorum of the Board is present shall be the act of the Board of Directors.
Section 9.6. “Robert’s Rules of Order, Newly Revised,” when not inconsistent with the Bylaws, shall govern the meetings of the members and of the Board.
Article 10. Committees, Chapters, and Sections
The Board of Directors may provide for the creation of standing committees, special committees, chapters and sections, in accordance with the needs of the Society.
Article 11. Limitation of Liability, Indemnification and Insurance
To the fullest extent that the Virginia Nonstock Corporation Act, as it exists on the effective date hereof or it may hereafter be amended, permits the limitation or elimination of the liability of Directors or Officers of CHPAMS in any proceeding brought by or on behalf of CHPAMS, and provided that a Director or Officer shall not have engaged in (i) any breach of his/her duty of loyalty to CHPAMS, (ii) acts or omissions not in good faith or that involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the Director or Officer derived an improper or personal benefit, then such Director or Officer shall not be liable to CHPAMS for monetary damages.
To the fullest extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, CHPAMS shall indemnify against all liability incurred in a proceeding (and advance reasonable attorneys’ fees to) any Director or Officer of CHPAMS who is, was, or is threatened to be made a party to any such threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, arbitrative or investigative), including an action by or on behalf of CHPAMS by reason of the fact that he/she is or was such a Director or Officer or is or was serving at the request of CHPAMS as Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board of Directors is empowered, by a majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or Officer.
CHPAMS may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his/her status as such, whether or not CHPAMS would have power to indemnify him against such liability under the provision of this Article.
Article 12. No Conflict
If, at any time, there is any inconsistency or conflict between the Bylaws and the provisions of the Code of Virginia, as the same may be amended from time to time, or of the Articles of Incorporation, the contrary provisions of the Code of Virginia or the Articles of Incorporation shall take precedence over the Bylaws and govern the conduct of CHPAMS. Wherever these Bylaws do not cover a particular situation, the applicable provisions of the Code of Virginia or the Articles of Incorporation shall apply with the same force and effect set forth herein.
Article 13. Dissolution
CHPAMS may be dissolved by both a two-thirds (2/3) vote of the Directors in office and a two-thirds (2/3) vote of the voting members. Upon dissolution, all properties and assets shall be donated to other charitable or not-for-profit organizations designated by the Board after provision for payment of all liabilities have been made.
Article 14. Amendment
Section 14.1. Proposals to amend the Bylaws may be made by the Board or by a petition signed by at least twenty (20) members. The Board shall then send the proposal(s) to all voting members in writing. A special membership meeting may be called to vote on the amendment. An affirmative majority vote of all valid ballots received from voting members present at a meeting and which a quorum of the members is present, in person or by proxy shall be necessary for the adoption of any amendment.
Section 14.2. Any amendment approved by the membership shall take effect immediately after its adoption unless otherwise indicated in the amendment.
Section 14.3. These Bylaws are to be interpreted by the Board of Directors.
*Adopted on October 1, 2014.