1.0 NAME
1.1 The name of this association shall be Chinese American Professors and Professionals of
Pennsylvania (hereafter referred to as “CAP”).
1.2 CAP is a non-political, non-sectarian, and not-for-profit organization.
2.0 OBJECTIVES
2.1 The objectives of CAP are:
• to foster professional growth and career development of Chinese American professors
and Professionals in Pennsylvania;
• to provide expert scientific and technical services to the community and the society at
large;
• to promote discovery, exchange, and dissemination of knowledge and ideas in
Pennsylvania and the world;
• to enhance communications between CAP members and other Chinese professional
associations and organizations.
2.2 CAP shall accomplish these objectives through meetings and symposia, dissemination of
technical information, mentoring of students and young scholars, and participation in national
and international research and educational programs.
3.0 STATEMENT OF NON-DISCRIMINATION
3.1 CAP shall not deny membership, membership privileges, or other services on the basis of
individual’s religion, gender, sexual orientation, age, disability, or race.
4.0 MEMBERSHIP CLASSIFICATION, QUALIFICATIONS, AND PRIVILEGES
4.1 CAP membership shall include regular members and associated members. Any qualified
individual as defined below can apply for the membership which is subject to the approval of a
Membership Committee. The Membership Committee shall consist of all “eligible voting
members” and shall approve and admit all new regular members and associate members.
4.2 A regular member of CAP shall be faculty members and equivalent licensed professionals
(e.g., doctor, engineer, lawyer, nurse, and accountant). Regular members are entitled to all
membership privileges, including voting, holding a CAP office, and serving on a CAP committee.
4.3 An associate member of CAP shall be (a) a graduate student at a higher education institute,
(b) a post-doctoral professional at a higher education institution, a government agency, or a
private company in Pennsylvania. All associate membership requires the signed sponsorship of a
regular member. An associate member may not hold the office or vote but may serve on a CAP
committee.
4.4 The term “eligible voting members” shall include all regular members in good standing, with
each member having one vote.
5.0 MEMBERSHIP DUES
5.1 The membership year and fiscal year shall both be from July 1 to June 30.
5.2 The annual dues for the different types of membership shall be determined yearly by the
Board of Directors.
5.3 Annual dues shall be remitted to the CAP Treasurer and shall be payable within one (1)
month; i.e., by July 31st.
5.4 The one-time due for a life membership shall be $300.
6.0 BOARD OF DIRECTORS
6.1 The affairs of CAP shall be supervised by a Board of Directors (hereafter designated as the
Board) under such rules as the Board may determine, subject to the specific conditions of this
Constitution.
6.2 A quorum of the Board shall consist of a minimum of nine (9) Members and shall include the
President, Vice President, and the immediate past President. The rest of the Board Members
should be elected. The acts of a majority of the Board Members present at a meeting at which a
quorum is present shall constitute the acts of the Board.
6.3 Chair and Vice Chair of the Board will be elected by board members.
6.4 The term of service for all Board Members shall be two (2) year in duration. There is no set
term limit for Board Members.
6.5 The duties of the Board are as follows:
6.51 The Board shall be the representative of CAP and shall manage its affairs and establish
policies subject to the conditions and limitations prescribed in the Constitution.
6.52 The Board shall receive all Committee reports and take action on recommendations made in
these reports as necessary/appropriate.
6.53 The Board shall direct investments and spending of all CAP funds, review and approve
CAP budgets, and make funds available for regular CAP operation and for activities with
specific purposes. The Board, individually and collectively, shall not incur any unauthorized
liability on behalf of CAP.
6.6 A vacancy on the Board shall be filled for the un-expired term by the affirmative vote of a
majority of the remaining Members of the Board at any Board meeting or by written ballot of the
Board.
6.7 At least two (2) meetings of the Board shall be held each year on such day and at such place
as the Chair may direct. Special meetings may be called at any time by the Chair, or in his/her
absence by Vice-Chair, or upon written request of at least half of the Board Members. Notice of
all regular and special meetings of the Board shall be given by the Secretary to each Board
Member at least two weeks in advance.
7.0 OFFICERS
7.1 The Officers of CAP shall include President, Vice President, Secretary, Editor-In-Chief, and
Treasurer. The Vice President shall be elected by the eligible voting members of CAP and shall
succeed the President at the end of his/her term. The other Officers shall be appointed by the
President. The Vice President, President, and immediate past President are Members of the
Board by default.
7.2 Duties and Functions
7.21 The Officers shall have general supervision of the affairs of CAP. They shall have the
authority and shall exercise the powers and perform the duties specified by the Board.
7.22 The President shall be the chief officer of CAP. He/she shall have general and active
management of the business of CAP and shall preside at all meetings.
7.23 The Vice President shall assist the President in the performance of the duties and, in the
absence of the President, shall act in place of the President.
7.24 The Secretary shall be responsible for communications within CAP and for keeping of
meeting minutes and other official documents.
7.25 The Editor-In-Chief shall be responsible for external communications of CAP affairs and
for obtaining, editing, and preparing material for dissemination and publication on the CAP web
site and Newsletters.
7.26 The Treasurer shall be responsible for the finances of CAP, including filing of tax returns,
banking, reporting annual budgets, and keeping of financial records.
7.3 The term for all appointed Officers shall be no more than one (1) year in duration and shall
end concurrently with the term of the President, on December 31st. An Officer may be reappointed
for an additional term by the next President. There is no set term limit for appointed
Officers. An individual can only be appointed for one Office at a time.
7.4 Nominations for Vice President and Board Members for the following year shall be received
and evaluated by a Nomination Committee, which shall be chaired by the immediate past
President. The Nomination Committee shall prepare a list of nominees and submit the
nomination to the Board for review.
7.5 The Secretary shall make up a ballot containing the names of candidates for Vice President
and Board Members and send it to all eligible voting members at least fourteen (14) days prior to
voting.
7.6 The Vice President shall be elected by affirmative vote of a majority of the voting members
of CAP in good standing. Each eligible voting member may vote for only one candidate.
7.7 All ballots must be returned via electronic mail to the Secretary within ten (10) days of
voting to be counted. The candidate receiving the highest number of votes shall be declared
elected. In case of a tie, a run-off election, either at a meeting or by e-mail, will be held promptly
to elect a new Vice President.
7.8 In the case of a vacancy of an appointed Office, the President shall appoint a new Officer to
fill that vacancy within thirty (30) days.
8.0 MEETINGS
8.1 CAP shall hold an annual conference and/or business meeting, plus additional meetings as
necessary, to accomplish its objectives. The time, location, and format of each conference or
meeting shall be determined by the Board and notice thereof shall be sent to all CAP members
and posted on CAP web site by the Editor-In-Chief at least fourteen (14) days in advance of an
annual conference/meeting.
8.2 At any meeting of CAP, a majority of members present constitutes a quorum.
9.0 COMMITTEES
9.1 The President shall appoint chair (and vice chair if applicable) and members of standing and
ad hoc committees on matters such as membership, nomination, directory, conference, and other
affairs of CAP.
9.2 The chair of each committee shall be a present member of CAP in good standing. The chair
shall have the right to attend Board meetings with full privilege of discussion on matters
involving the work of the committee. The chair shall also designate the active members of the
committee with the approval of the President. The chair shall have the right to establish
subcommittees necessary to accomplish the committee’s purpose.
9.3 All reports and recommendations of a committee shall be submitted to the Board for
consideration and action as necessary.
9.4 All members of committees shall be present CAP members in good standing.
10.0 AMENDMENTS OF CONSTITUTION AND BY-LAWS
Amendments to these Constitution and By-Laws may be made subject to the following:
10.1 Amendments may originate in the Board, through the Board, or on petition of a majority of
qualified members of CAP. The Secretary shall e-mail notice and complete text of an
amendment on the instruction of the Board to each member at least fourteen (14) days before it is
to be voted upon. Amendments may be voted upon at the annual meeting, at a special meeting, or
by letter or email ballot.
10.2 At least two thirds of affirmative votes from all “eligible voting members”, cast either at a
meeting or via e-mail ballot, shall be required for passage of an amendment.
10.3 Upon passage, amendments shall take effect immediately.
10.4 The Board can not make changes to the Constitution and Bylaws that change the Board
composition and election, name, objectives, membership rights and privileges without the
approval of the membership by a majority vote.
11.0 DISPOSITION OF ASSETS UPON DISSOLUTION
In the event of dissolution of CAP, the property and assets thereof, after providing for all
obligations and liabilities of CAP, shall then be disposed of exclusively for the purpose of CAP,
or to organizations with similar purposes and exempt from taxation under Section 501(c) (3) of
the Internal Revenue Code, as shall be determined by the Board.