Bylaws of the Education Foundation of American Association of Fujian Medical University Alumni
May 10, 2006
ARTICLE I – NAME AND MEMBERSHIP
This foundation shall be known as The Education Foundation of American Association of Fujian Medical University Alumni. The members of the foundation shall be known as its Trustees and shall constitute its Board of Trustees.History of the Foundation: The Education Foundation of American Association of Fujian Medical University Alumni (hereinafter called “the Foundation”) was created by members of the American Association of Fujian Medical University Alumni (AAFMUA) in May, 2006. The Foundation is a division of AAFMUA which was incorporated in New York State and designated as a 501 (c) (3) non-profit organization and all donations to be tax deductible as allowed by law.
ARTICLE II – PURPOSE AND AUTHORITY
Section 1. Purpose
The purposes for which the non-profit Foundation is formed and the objectives to be carried on by it are as follows:
This Foundation shall operate as a scientific/educational foundation within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code and applicable regulations as may be in full force and effect or hereinafter amended.
The Foundation is formed with its main purpose to help outstanding students with financial hardship in Fujian Medical University (FJMU) by providing scholarships. In memory of the late Professor Shen Yun-Ying who devoted her entire life to medical education in Fujian Medical University, the Scholarships and its program that through the raising of funds shall provide scholarships, awards, and other forms of assistance to qualified individuals who are pursuing medical degrees from FJMU.
The Foundation aims to encourage the students of FJMU for academic excellence in medical education, and for use of their medical knowledge for public good and the well-being of humanity.
The Foundation shall have all the powers, rights and privileges granted to or conveyed upon non-profit corporations by U.S. IRS. The Foundation shall be overseen under AAFMUA.
Section 2. Donations and Funds
The Foundation shall have the right to accept or reject any contribution, gift, endowment, bequest, devise or donations made in cash or in-kind. The Foundation shall be authorized and empowered to pay compensation for outside services rendered, i.e. auditors, lawyers, consultants, etc. as it may deem proper and necessary to carry out its purposes. No part of the funds of the Foundation shall inure to the benefit of any Foundation officer, or any Board member thereof, either directly or indirectly.
Section 3. Prohibited Activities
No part of the activities of the Foundation shall consist of any political activities. The Foundation shall act pursuant to the laws of the local authority and shall carry on or engage in only activities that are permitted by a foundation exempt from income tax.
Section 4. Dissolution or Liquidation
The Foundation may be dissolved by a vote of two third of Trustees in favor of dissolution. In the event of the dissolution or final liquidation of the Foundation and after liabilities and obligations of the Foundation have been paid, satisfied and discharged, or adequate provision made therefore, all remaining property and assets of the Foundation shall be distributed to AAFMUA and be directed exclusively for benevolent, charitable, scientific, research or educational purposes.
Section 5. Distribution of Income
The Annual Amount available for distribution of awards shall be determined each year by the Board of the Foundation, based on the Foundation funds available. The income of the Foundation for each taxable year shall be distributed at such time and in such manner as required by the Internal Revenue Code now in effect or as may hereinafter be amended as may be applicable to Foundations.
ARTICLE III – BOARD OF TRUSTEES
Section 1. Responsibilities and General Powers
The Board of Trustees shall manage the affairs of the Foundation and all powers shall be exercised by the Board in accordance with these Bylaws and by the Civil Code of New York.Without limiting the generality of the foregoing, it shall be the duty of the Board to:
Be responsible for the management and approval for disbursement of Foundation funds, and determine the Annual Amount available for distribution.
Be responsible for annual filing of forms required for the Foundation to maintain its non-profit, tax-exempt status.
Evaluate nominees for awards and scholarships in accordance with selection regulations as approved by the Foundation.
Adopt reasonable rules, regulations, and procedures for governing the receipt gifts and donations, and the funding of grants, consistent with federal and state law.
Section 2. Tenure
The Board of Trustees shall be composed of individuals (Trustees) and each Trustee shall hold office from date of appointment for a four (4) year term and can be re-appointed. Any Trustee may resign at any time by notifying the Director(s) of the Board of the Foundation in writing, or may be removed in accordance with the provisions hereof (See Article III, Section 8.). Such resignation or removal shall take effect at the time therein specified.
Section 3. Meetings and Voting
A regular annual meeting of the Board shall be held. Special Board meetings shall be conducted by electronic means and may be held at any time for any purpose(s), and shall be called upon request by two or more Trustees. Authenticated electronic mail shall be considered valid for written requests and votes.
Each Trustee shall have one (1) vote upon each matter submitted to a vote at any meeting of the Board. A quorum shall be present for a vote to occur.
A simple majority of the Board shall constitute a quorum at any meeting of the Board.
An electronic mail ballot shall be acceptable.
In the event of tie votes of the Board, the vote of the Chair of the Board shall be decisive.
Section 4. Compensation
Trustees, officers and committee members of the Foundation shall not receive any salaries or compensation for their services.
ARTICLE IV – OFFICE AND OFFICERS
Section 1. Officers and Term of Office
The officers of the Foundation shall be Trustees who serve as Director(s) of the Board, Associate Directors, Finance Officers and such other officers as may be appointed in accordance with the provisions of this Article.
All Trustees are eligible to hold any officer position of the Foundation. The Director(s) of the Board shall be the President of AAFMUA or appointed by the President. The officers of the Foundation shall also be appointed by the President. The term of office shall be four (4) years.
Section 2. Director of the Board
The Director(s) shall be the principal executive officer(s) of the Foundation and, subject to the control of the Board, shall in general, preside, manage and supervise all of the affairs of the Foundation. The Director(s) shall convene and preside over meetings of the Board.
Section 3. Associate Directors
The Associate Directors shall assist Director(s) in organizing all important activities of the Board; and assume and perform the duties and exercise the powers of the Director(s) during the absence or incapacity of the Director(s).
Section 4. Finance Officers
Finance Officers shall have charge and custody of and be responsible for all funds of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, and shall ensure due deposit of all such moneys in the bank; shall prepare annual financial reports; shall determine the annual amount available for distribution; shall ensure an annual examination of the accounts by the Board.
ARTICLE V – OPERATIONS
Section 1. Deposits and Payments
Unrestricted contributions to the Foundation shall be deposited to the credit of the Foundation in the bank. All checks issued in the name of the Foundation shall be signed by the Finance Officers.
Section 2. Donations and Grants
Other than accepted by Internal Revenue Code or New York state law, the name and country or institution of donors may be kept publicly anonymous upon their stated wish. However, the Foundation must record and make available for audit all donors and grantee information as required by the Internal Revenue Code now in effect or as may hereinafter be amended as may be applicable to Foundations.
Section 3. Books and Records
The Foundation shall keep in perpetuity correct and complete books and records of account. All books, records, and minutes shall be transferred from the outgoing officers to the incoming officers no later than one month after the decision is made.
Section 4. Fiscal Year and Accounts
The fiscal year of the Foundation shall begin on the first day and end on the last day of each calendar year. An annual examination of the Foundation accounts shall be performed by two finance officers and submitted to the Board after the close of each fiscal year.
ARTICLE VI – AMENDMENTS
These Bylaws may be altered, amended, or repealed provided that at least three months advance written copy of the proposed change is given to each member of the Board. Any amendment to the Bylaws shall require more than a half of total number of the Trustees to vote in favor of the amendment.
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