Article 1 每 Constitution
1.01 The name of this organization shall be Chinese American Business Association of Minnesota (CABAM).
1.02 The object of Chinese American Business Association of Minnesota shall be:
1.02.01 To act as a catalyst and information resource for the Chinese American business community in Minnesota.
1.02.02 To promote and improve trade and commerce and the economic, civic and social welfare in the State of Minnesota.
1.02.03 To support and advocate the interests of its members in local, state and federal issues.
1.03 Chinese American Business Association of Minnesota shall be non-partisan, and shall not lend its support to any candidate for public office.
1.04 The usual place of meeting shall be in, or near, the Twin Cities Area of Minnesota.
Article 2 每 Interpretation of By-Laws
2.01 The headings contained in these By-Laws are for the convenience of reference only and shall not, in any way, affect the construction or interpretation of these By-Laws.
2.02 Wherever the word "CABAM" occurs in these By-Laws, it shall be understood to mean Chinese American Business Association of Minnesota as a body.
2.03 Wherever the word "State" occurs in these By-Laws, it shall be understood to mean that area within and for which this CABAM was established, as defined in the Certificate of Incorporation under the Minnesota Statute 317 A.
2.04 Wherever the words "Board of Directors" or word "Board" occurs in these By-Laws, they shall be understood to mean the Board of Directors of Chinese American Business Association of Minnesota, i.e. the President, Vice-President, Treasurer, Secretary, and Directors.
2.05 Wherever the word "Director" occurs in these By-Laws it shall be understood to mean a Director of Chinese American Business Association of Minnesota elected or appointed pursuant to the provisions of Article 6 of these By-Laws.
2.06 Wherever the words "Executive Committee" or word "Executive" occur in these By-Laws, they shall be understood to mean the Executive Directors of Chinese American Business Association of Minnesota.
2.07 Wherever the word "Member" occurs in these By-Laws, it shall be understood to mean a member of Chinese American Business Association of Minnesota.
2.08 Where the word "Nominee" occurs in these By-Laws, it shall be understood to mean a person or persons, appointed by a member of the CABAM as its representative(s) in accordance with Article 4 of these By-Laws.
2.09 Wherever the word "Person" occurs in these By-Laws, it shall be understood to mean a natural person, a body corporate, a partnership, a society, or an unincorporated association.
2.10 Words importing the singular include the plural and vice versa; also words importing a male person include a female person.
Article 3 每 Membership
3.01 Any corporation, partnership, sole proprietorship, association, society or estate, individual, directly or indirectly engaged or interested in American-Chinese trade, commerce, or the economic and social welfare and subscribing to the objectives of the CABAM shall be eligible for membership in the CABAM. The voting power of such membership shall, in each case, be assigned to members, as set out in Article 4.
3.02 There shall be the following classes of membership in the CABAM:
3.02.01 General Member 每 A corporation, partnership, sole proprietorship, including its nominee(s) and individual professionals, that has complied with the requirements of membership and whose annual membership fees are in good standing. Each legal business entity shall have only one seat as a General Member in CABAM.
3.02.02 Associate Member 每 Any individual from a legal business entity that already has one General Membership seat shall be an Associate Member of CABAM.
3.02.03 Honorary Member 每 A person who has distinguished himself by some meritorious business, professional or public service in the State may be elected as an Honorary Member of the CABAM by a majority vote of the Board. Such recognition shall be for one year, or of duration as prescribed by the Board at the time of the nomination. Honorary membership shall include all the privileges of active membership. An honorary member shall not hold office and is exempt from the payment of the CABAM＊s annual dues.
3.02.04 Life Member 每 A person who has distinguished himself by having given long and outstanding service to the CABAM may be elected as a Life Member of the CABAM by a majority vote of the Board. Such recognition shall be for life. Life membership shall include all the privileges of membership. A life member shall not hold office and is exempt from payment of the CABAM＊s annual dues.
3.03 Application for membership shall be submitted on the prescribed form, along with the appropriate membership dues. Such application shall then be submitted to the Board, or to such person(s), to whom the Board has delegated such authority, for approval.
3.04 The length of membership shall be for one (1) year, subject to renewal and cancellation.
3.05 Membership shall continue from the time of approval until a member has resigned or has been removed form the roll of members in accordance with the provisions of these By-Laws.
3.06 Membership in the CABAM shall be terminated and the rights and privileges of membership cancelled and forfeited in one, or more, of the following events:
3.06.01 A new member failing to pay his annual dues within thirty (30) days of his admission.
3.06.02 In any case in which the Board is of the opinion that the membership of any person should be reviewed in the general interest of the CABAM, it shall give written notice of not less that ten (10) days to the member, that continuation of his membership will be considered at a meeting of the Board, specifying the time and place thereof. The member shall be invited to attend said meeting to hear the matters of complaint and make answer. The member shall be expelled from the membership upon a resolution for expulsion being passed by a majority vote of the Board.
3.06.03 A member who fails to pay his annual dues within ninety (90) days of the date they fall due.
3.06.04 A member may withdraw from membership in the CABAM by giving ten (10) days notice in writing and upon discharging all liabilities of the member to the CABAM. A member who withdraws after the annual dues have been paid shall not be entitled to a refund.
3.07 A member who has been expelled, or had his membership cancelled, may appeal to the membership at a General Meeting and may then be reinstated upon a resolution being passed by a majority vote at a Board of Directors Meeting or a General Meeting.
3.08 Application for, or transfer of, membership in the CABAM shall be accepted upon a resolution being passed by a majority vote at meeting of the Executive Committee.
Article 4 每 Voting Rights
4.01 Only members in good standing with the CABAM shall have the privilege of voting at a General Meeting of the CABAM.
4.02 Only Directors of the CABAM shall have the privilege of voting at a Board of Directors Meeting of the CABAM.
4.03 Only members of the Executive Committee of the CABAM shall have the privilege of voting at an Executive Committee Meeting of the CABAM.
4.04 A General Member shall be entitled to one (1) vote only.
4.05 An Associate Member shall have no voting right.
4.06 An Honorary Member shall be entitled to one (1) vote only.
4.07 A Life Member shall be entitled to one (1) vote only.
4.08 Motions or amendments shall be carried at any Executive Committee, Board of Directors, General or Annual General Meeting by majority vote, unless otherwise provided in these By-Laws.
4.09 Voting at any Board of Directors Meeting, General, or Annual General Meeting shall normally be by a show of hands or, if requested by the Chairman of a meeting, by a standing vote. A roll call or ballot vote shall be taken, if requested by five (5) or more members, and if the request receives approval by a majority vote of the members present for the meeting.
Article 5 每 Dues and Assessments
5.01 Annual membership dues shall be payable by each member of the CABAM except Honorary and Life Members.
5.02 The annual membership dues payable and due date shall be recommended annually by the Executive Committee. The Board of Directors shall approve by a majority vote, whenever the Executive Committee recommends a change in the schedule of rates.

Article 6 每 Executive Committee and Board of Directors 每 Terms of Office
6.01 The Board of Directors shall be composed of a President, a Vice-President, a Treasurer, a Secretary, and Fifteen (15) Directors.
6.02 The Executive Committee shall be composed of the President, the Vice-President, the Treasurer, the Secretary and a Director.
6.03 The President, Vice-President, Treasurer and Secretary shall be elected from among the members each year at the Annual General Meeting by ballot and shall remain in office for two (2) years, or until their successors shall be elected or appointed.
6.04 The retiring President shall be a member of the Executive Committee until the next Annual General Meeting.
6.05 No member of the Executive Committee shall hold the same office for more than two terms in succession.
6.06 The Directors shall be elected for a two (2) year term, one half (1/2) of the Directorate retiring each year.
6.07 Whenever it is necessary to elect more than one half (1/2) the Directors, the nominees receiving the greatest number of votes shall be elected for a two (2) year term and the remainder for a one (1) year term.
6.08 The operation for the CABAM, the direction of its affairs and the control of its property, shall be vested in the Board of Directors.
6.09 In the interim between meetings of the Board of Directors, the Executive Committee shall control the routine business of the CABAM.
6.10 The Executive Committee shall have the general power of administration.
6.11 The Executive Committee shall deal with such matters as are referred to it by the Board, or with any matters of an urgent nature, which may arise between meetings of the Board. In such cases, it shall report its＊ actions as speedily as possible for ratification, or otherwise, by the Board.
6.12 The Executive Committee shall, in addition to the power hereby expressly conferred on it, have such powers as are assigned to it by any By-Law of the CABAM, provided, however, that such powers are not inconsistent with the provisions of the laws and legislation of the State of Minnesota.
6.13 The Executive Committee, shall from time to time, frame such By-Laws, rules and regulations, as appear to it best adapted to promote the welfare of the CABAM and shall submit therefore adoption at a General Meeting of the CABAM called for that purpose. Such notice shall be conveyed to the membership at least ten (10) days prior to the meeting.
6.14 The Executive Committee shall have the authority to appoint a salaried manager in charge of the administration and management of the CABAM. The manager of the CABAM shall have supervision and authority over the administration and personnel of the CABAM＊s office.
6.15 All staffing matters including, but not limited to, the hiring, termination, salary and benefits of the CABAM＊s support staff shall be referred by the manager to the Executive Committee for a approval by a majority vote at a meeting of the Executive Committee.
6.16 The manager of the CABAM shall be ex-officio member of the Executive Committee, the Board, and each committee of the CABAM, and shall have all the privileges of a Director, excluding that of voting.
6.17 No paid employee of the CABAM shall be a member of the Executive Committee or the Board.
6.18 The President, or in his absence the Vice-President, or in his absence the Secretary, shall preside as Chairman at all Executive Committee, Board of Directors, General, and Annual General Meetings of the CABAM. The Chairman shall regulate the order of business at such meetings, receive and put lawful resolutions, and communicate to the meeting what he may think concerns the CABAM.
6.19 If the President, the Vice-President, and the Secretary are all absent from a meeting, otherwise properly constituted, the members present shall appoint a chairman to act temporarily.
6.20 The President shall, together with a Vice-President, or the Treasurer, or the Secretary, or such person(s) as may be designated, sign all official documents, agreements, and other papers requiring signature on behalf of the CABAM.
6.21 Any Director or Executive member of the CABAM shall be suspended from his office or have his tenure of office terminated, if by a majority vote of the Executive Committee he is deemed to be grossly negligent in the performance of his duties. Any Director or Executive member so suspended, or whose tenure of office has been terminated, may appeal to the membership at a General Meeting and may then be reinstated upon a resolution being passed by a majority vote at a General Meeting.
6.22 A Director absent from three (3) consecutive meetings of the Board or four (4) meetings of the Board in one (1) year without just cause shall be considered to have resigned their office. The Board may reinstate such a member by a majority vote of those present at the Board of Directors meeting.
6.23 Any vacancy on the Executive Committee or Board, which may occur during the year, shall be filled by the President, in consultation with members of the Executive Committee, for the duration of the expired term of such vacancy. Such appointed Director shall be deemed to be an elected Director for the purpose of these By-Laws.
6.24 Public pronouncements in the name of the CABAM shall be made only by the President, Vice President, Treasurer, or Secretary, unless the Board has delegated this authority to some other person in some special case or circumstance.
Article 7 每 Committees
7.01 The Board of Directors or, at the Board＊s request, the President, may appoint standing, ad hoc, or other committees or designate members of the Board, or of the CABAM, or others to examine, consider and report upon any matters or take such action as the Board of Directors may request.
7.02 The Board of Directors shall, by resolution, prescribe the nature of work or study to be carried out by each committee.
7.03 It shall be the function of any committee of the CABAM to investigate study and make recommendations. Reports of such findings shall be made in writing by the Chairman of the committee to the Board.
7.04 The Board of Directors shall, by resolution, appoint a Chairman and a Vice-Chairman for each committee.
7.05 The Chairman of a CABAM committee shall preside at all meetings of the committee. The Chairman shall decide the order of the business at meetings, receive and put lawful motions, and communicate to the meeting what he thinks concerns the committee. The Chairman shall carry out such other duties as may be assigned to him by the Chairman of the committee.
7.06 The Vice Chairman of a CABAM committee shall act in the absence of the Committee＊s Chairman and shall carry out such other duties as may be assigned to him by the Chairman of the committees.
7.07 The secretary of a CABAM committee shall be the manager of the CABAM, or delegate. The CABAM office shall be responsible for sending out meeting notices, preparation of the agenda and recording of minutes.
7.08 All committees shall report to the Board.
7.09 Any decision, or action, by a committee of the CABAM, which may involve the expenditure of CABAM funds, shall first be referred to the Board for approval.
7.10 Each committee shall take such decisions and take such actions, which are necessary for carrying out its aims and subjects.
7.11 No committee of the CABAM, or any member thereof, shall contract any debt on its behalf, which in any manner or to any extent renders the CABAM liable to the payment of any sums, unless such payment has first been approved by the Board.
7.12 No action or resolution of any committee of he CABAM shall be binding upon or expressive of, the opinions or authority of the CABAM unless, and until, such action or resolution shall has first been approved by the Board.
7.13 No committee of the CABAM, or any member, shall have the power to issue any public statement which may be construed as CABAM policy unless first authorized to do so by the Board.
7.14 Each committee may, from time to time appoint ad hoc or special sub-committees to deal with certain matters within its jurisdiction and may from time to time make recommendations to the Board.
7.15 Members of the CABAM may join one or more committees by giving notice of their desire to the manager of the CABAM. The manager of the CABAM will inform the President of the CABAM and the Chairman of the respective committee(s).
7.16 The President, Vice-President, the Treasurer, and the Secretary shall be ex-officio members of every committee of the CABAM unless otherwise ordered by the Board of Directors.
7.17 The Board may, by a majority vote of those present at any of its meetings, dissolve any committee, as it deems necessary.
Article 8 每 Nominating Committee
8.01 At least ninety (90) days prior to the Annual General Meeting of the CABAM in the election year, the Chairman shall strike a Nominating Committee to be headed by the Immediate Past President and the Nominating Committee shall be comprised of the President and not less than three (3) Members in addition to the Immediate Past President.
8.02 The Nominating Committee shall receive written nominations for each vacancy for which election is to be held. In the event that insufficient nominations have been received to fill all the vacancies, the Nominating Committee shall secure one or more nominees to ensure that all of the vacancies are filled.
8.03 No person shall be nominated for office unless his consent to serve has been received and he is a Member in good standing of the CABAM.
8.04 Nominations shall be received from the floor during the Annual General Meeting from Members of the CABAM in good standing.
8.05 The Nominating Committee＊s report shall be published in the CABAM＊s newsletter or by special written report to the members of the CABAM. This report shall be conveyed to the general membership at least ten (10) days prior to the Annual General Meeting of the CABAM.
Article 9 每 Meetings
9.01 The Annual General Meeting of the CABAM shall be held in the second (2) month following the year end in each year, at the time and place determined by the Executive Committee. At least fifteen (15) days advance notice of the Annual General Meeting shall be conveyed in writing to all Members of the CABAM.
9.02 A general meeting of the CABAM shall be held quarterly, at a time and place designated by the Executive Committee. At least seven (7) days notice of such meetings shall be conveyed in writing to all Members of the CABAM.
9.03 A Special General Meeting of the CABAM shall be called when summoned by the President, or requested in writing by any three (3) members of the Executive Committee, or any ten (10) Members of the CABAM. At least forty-eight (48) hours notice of such a meeting shall be conveyed to all Members of the CABAM.
9.04 The Executive Committee shall meet from time to tome as may be necessary to carry on the business of the CABAM. The Executive Committee shall meet not less than once in every two months. At least twenty-four (24) hours notice of such meetings shall be given to all members of the Executive Committee.
9.05 The Board shall not meet less than once in every two months. Notice of such meetings shall be conveyed in writing to all members of the Board at least seven (7) days prior to each meeting or may be given to each Director, either personally or by leaving the notice at the Directors＊ places of business, at least forty-eight (48) hours before each meeting or such lesser period as may be reasonable under the circumstances. Accidental omission to give notice to all Directors, or the non-receipt of notice by any Director, shall not invalidate the proceedings of any Board of Directors Meeting.
9.06 At any General Meeting, fifty (50) percent of Members shall constitute a quorum and unless otherwise specifically provided, a majority of Members present shall be competent to do and perform all acts, which are or shall be directed to be done at any such meeting.
9.07 Any three (3) or more members of the Executive Committee, lawfully met, shall be a quorum, and a majority of such quorum may do all things within the powers of the Executive Committee.
9.08 Any nine (9) or more members of the Board, lawfully met, shall be a quorum, and a majority of such quorum may do all things within the powers of the Board.
9.09 Any meeting of the Board shall be open to all Members of the CABAM, who may attend, but may not take part in any of the proceedings.
9.10 Minutes of the proceedings of any Executive Committee, Board of Directors, or General Meeting shall be entered in books to be kept for that purpose.
9.11 The entry of such minutes shall be signed by the President, or a Vice-President, the Secretary, or the person who presides as chairman at the meeting at which they are adopted.
9.12 The Board shall, from time to time, establish, by motion, policies and resolutions which shall be binding on future Boards, unless modified or cancelled by present or future Board motion.
9.13 The manager of the CABAM shall maintain a historical record of such policies and resolutions which record shall be identified as the Policy Manual.
Article 10 每 Finances
10.01 The fiscal year of the CABAM shall commence on the first (1st) day of January each year.
10.02 The President shall form a Finance Committee consisting of the members of the Executive Committee, and the manager of the CABAM, to formulate and present a budget for approval at a Board of Directors Meeting during the month prior to the commencement of the next fiscal year. The budget shall cover the forthcoming fiscal year.
10.03 Funds for the operation of the CABAM shall be raised by annual dues, special assessments, grants, voluntary contributions, special events, and fees for service.
10.04 The Board shall prescribe the form and procedure for receiving and disposing of all funds for the CABAM.
10.05 The Executive Committee shall be specifically charged with administering the financial affairs of the CABAM and shall have the responsibility, with power to act, on all routine matters affecting the general administration and finance of the CABAM.
10.06 The Executive Committee shall have authority to order disbursements for necessary expenses, and may grant to any committee a reasonable amount of money for special work, provided such amount does not exceed the budget allowed for such work or the emergency funds, as previously approve by the Board.
10.07 The Treasurer shall have charge of all funds of the CABAM and shall deposit, or cause to be deposited, the same in a recognized financial institution in the State, as designated by the Executive Committee.
10.08 The Treasurer shall make, or cause to be made, such investment of funds of the CABAM as the Executive Committee may direct.
10.09 The Board, on behalf of and in the name of the CABAM, shall have the power to acquire, sell or lease real estate, or mortgage the same, incur debts or enter into contracts of any kind to further the interests of the CABAM, provided, however, that no purchase, sale or mortgage of real estate shall be made until approved by a majority vote of the Members present at a General Meeting of the CABAM. The notice calling such a General Meeting shall clearly state the intention to so acquire, sell, purchase, lease or mortgage. Such notice shall be conveyed to the general membership at least ten (10) days prior to the meeting.
10.10 Signing authority for the CABAM in respect to monies and securities shall be vested in any two (2) of the, President, Vice-President, Treasurer, Secretary and one other member of the Board as appointed by the Executive Committee.
10.11 The Treasurer shall pay, or cause to be paid, amounts approved by the Executive Committee and shall keep, or cause to be kept, a regular account of the income and expenditures of the CABAM. The Treasurer is authorized to sign and pay checks up to two hundred dollars ($200).
10.12 The Auditors of the CABAM shall be appointed by the Board.
10.13 The Treasurer shall submit, or cause to be submitted, an audited annual financial statement for presentation to the Annual General Meeting, and at any time required by the Executive Committee or Board.
10.14 The Treasurer shall submit, or cause to be submitted, interim monthly financial statements for presentation to the Board on a monthly basis.
Article 11 每 Seal
11.01 The CABAM shall have a seal of the design that the Board has approved by a majority vote. The seal shall not be affixed to any instrument except in the presence of such persons as are authorized for the purpose.
11.02 The Executive Committee shall appoint a Secretary, who shall attend, publish, and keep minutes of all Executive Committee, Board of Directors and General Meetings of the CABAM. The Secretary shall have custody of the Seal of the CABAM.
11.03 Any one of the President, Vice-President, Treasurer, Secretary, or the manager of the CABAM, may affix the seal to routine papers.
11.04 The seal shall only be affixed to official documents, agreements, securities, encumbrances, or other documents binding upon the CABAM in the presence of any two (2) of the President, Vice-President, Treasurer, Secretary or any other person designated by the Board.
Article 12 每 Procedures
12.01 Unless otherwise established in advance by the Board, procedures followed at all meetings of the CABAM shall be in accordance with the "Rules of Order" by Roberts.
12.02 No debate at any General Meeting of the Board shall be permitted except on a motion duly made and seconded, nor shall any member speak twice to the same motion except by permission of the Chair or by way of explanation. Nor shall any member speak longer than ten (10) minutes on any one question without leave of the Chairman of the meeting.
12.03 Only Members in good standing shall be entitled to vote at any meeting of the CABAM.
Article 13 每 By-Laws Amendments
13.01 This By-Laws may be made, amended, or replaced by a majority vote of Members in good standing in attendance at any General Meeting, or at any Special General Meeting called for that purpose, provided that any such proposed amendment shall be stated in written notice of such meeting, and such notice to be given to the membership at least ten (10) days before the meeting.
13.02 The By-Laws shall be binding on all Members of the CABAM, its Executive Committee, its Board of Directors and all other persons lawfully under its control.