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The Bylaws of Silicon Valley China Crosslink

These bylaws were duly adopted by vote of the members on the 16th day of December, 2006, and that they now constitute the Bylaws of the Silicon Valley China Crosslink.

Article I - Name and Organization

1.1. This organization shall be known as the Silicon Valley China Crosslink, hereinafter referred to as the "SVCC" or as the "Association."

1.2. Silicon Valley China Crosslink (SVCC) is an independent, non-profit, and business organization established in Silicon Valley, San Francisco in 2006, and registered as such in the State of California , the United States . 

1.3. The organization’s members include owners, partners, entrepreneurs, high ranking managerial personnel, designated representatives of business corporate or profession, scholars, and think tank researchers.

Article II.  Mission

The mission of SVCC is to establish a network of high tech industrial entrepreneurs; promote and encourage the creation and expansion of their business and enterprises into China; help the development of high tech new industrial parks and areas in China; promote exchanges between Chinese and American high tech industries; provide American investors with a greater understanding of the investment environment and government policies in China; create new opportunities for investment and cooperation; and assist Chinese and American entrepreneurs and governments in their exploration of cooperation, development and common benefits.  It also promotes the privileges and protects the rights of its members. 

Article III. Main Activities

SVCC seeks to create a China crosslink for high tech industries and entrepreneurs in Silicon Valley; organize Chinese-American business visitations; provide consultation and information to interested enterprises and government agencies; introduce business and investment opportunities for interested enterprises and groups; and hold annual conferences to exchange information and promote communication between China and American businesses and governments. It also collaborates with other related organizations to sponsor a variety of events and activities both in the US and China .     

Article IV. Board of Directors and Officers

4. 1. Board of Directors.  The Board of Directors is the decision making body of the organization.  It consists of seven to nine members, including the president who is also the chair of the board, the vice presidents, the secretary, the treasurer, and other directors at large.  No person can hold more than one office. Besides performing their specific duties, the directors also advise the president in his/her running of the organization and interpret the bylaws of SVCC.  The Board of Directors shall exercise general control of the business, property, and affairs of the Association and shall have the power to act as a body for the Association between meetings. The directors are all volunteers and receive no financial compensation for their service. 

4.2.  Election of Board of Directors.  The directors are elected through a single majority vote at the SVCC annual meeting or special meeting by the SVCC members present at the meeting.  The directors can be reelected.  Any board director may be dismissed by 2/3 votes of participants at the next annual meeting.

4.3. Eligibility. Any member, in order to be eligible to become an officer or director, shall have been a member of this Association. No member in arrears of dues shall be allowed to serve as an officer or member of the Board of Directors. Those members, such as scholars and think tank researchers, who are exempted from the annual dues, are eligible for an officer or director.

4.4. Nominations. The President shall appoint, prior to the annual meeting, a nominating committee of five members, who shall draw a ballot for the offices of the President, Vice Presidents, Treasurer, and Board of Directors, and shall present such a ballot to the general membership at the next regular meeting or special meeting. At that time, additional nominations or self-nominations, if any, may be made from the floor, whereupon the nomination process shall be forthwith closed. All nominations for the respective officers and directors shall be listed in the meeting notice at which elections will take place.

4.5. Quorum. The quorum for all board meetings shall be a simple majority of members of the Board. The Chair of the Board, e.g. the President, shall call and preside at all meetings of the Organization. However, under certain circumstances, special meetings can be called upon the written request of two board members, which shall be endorsed in writing by additional two board members.

4.6. Vacancies. Any vacancies that may occur may be filled by a majority vote of the membership present at the next regular meeting if the Association for the unexpired term of the Board member whose seat is presently vacant. His/her successor may be elected as an “acting board member” at the board meeting, subject to the final approval of the general membership.

4.7. Removal.  Any director may be removed from office for cause deemed sufficient by a vote of two-thirds of the entire membership of the Board at a meeting so called for that purpose and his/her successor may be elected at that meeting, subject to the approval of the general membership.

4.8. Election of Officers.  President, Vice-Presidents, Secretary, Treasurer, and any other officers shall be elected for a two-year term by and from the Board of Directors who are elected by regular members of the SVCC at the annual meeting or special meetings.

4.9. President. The president is responsible for the general operation, management, and well being of SVCC and supervises all aspects of operations of the organization. One of the major responsibilities of the president is to appoint executive officers of the organization, including vice presidents, secretary, treasurer, and other officers if deem necessary. The appointments must be approved by a single majority vote at the SVCC board meeting. In the event that the president resigns during his/her tenure, the Board of Directors shall appoint an interim president until a new president is re-elected by a majority of members. The President can be removed by two third of vote by Board members. The President shall appoint all committees, not otherwise provided for by vote of the Association or by these By-Laws; shall be an ex-officio member of all committees; and may, at his or her own discretion or upon the written recommendation of the Board of Directors, remove from office any member of the committee, for neglect of duty or for any cause deemed sufficient he or she shall fill all vacancies in committees. The President shall approve all bills or claims against the Association, before the same are paid by the Treasurer. The President shall enforce these By-Laws and perform all the duties incidental to the office of President.

4.10. Vice-Presidents. The vice-presidents assist the president in the operation of the organization and take responsibility in some specific aspects of business operation of the organization and perform all duties regarding any matter pertaining to the division of labor prescribed by the President.

 4.11. Secretary: The Secretary shall be responsible for recording the minutes of all proceedings in books belonging to the Association. The Secretary shall be under the supervision and direction of the President and shall act as liaison officer between the Association membership, officers, and directors, committee members and/or other parties having legitimate interest in the business activities of the Association. The Secretary shall file any and all reports or other documents with the California Secretary of the State or any other legitimate authority by law for a non-profit organization. He or she shall attend to and perform all duties regarding any matter pertaining to the office of Secretary.

4.12. Treasurer.  The Treasurer shall be responsible for the receipt, care, and custody of all funds of the Association. The Treasurer shall keep correct books of account as the membership may require. The Treasurer's books and accounts shall be open for inspection at all times by any officer or member of the Board of Directors. The Treasurer shall furnish an annual written financial report to all members at the annual meeting. He or she shall do and perform all duties of and pertaining to the office of Treasurer.

Article V. - Membership

5.2. Approval. The Board of Directors shall, at its sole and absolute discretion, but consistent with the provisions of 5.1., herein, review and act as the final approving authority for all applications for membership in the SVCC.

5.3. Dues. The annual dues of this Association for regular members shall be in an amount recommended by the Board of Directors and approved by the membership of the Association as part of the approval of the budget at the annual meeting. Scholars, researchers and government officials as individuals invited by the Board of Directors to join the Association shall be exempted from the annual dues.

Article VI. - Execution of Instruments

6.1. Bank Accounts. Bank accounts shall be maintained at banks and trust companies approved by the Board.

6.2. Borrowing. No officer shall have the authority to borrow money in the name of the Association, except by vote of the Board.

6.3. Deeds, Leases, Mortgages, Etc. With the advice, consent and written authorization of the Board, deeds, leases, mortgages, contracts, and other legal instruments requiring the signature and/or seal of the Association shall be executed in behalf of the Association by the President, or if he or she is not available, by the Vice President in such area, and the Secretary, and the Treasurer, unless generally or in a particular instance the Board shall otherwise order or provide.

6.4. Web Domain Names and Email Accounts. All web domain names (e.g., http://chinacrosslink.com/), informational content, and email accounts (e.g., info@chinacrosslink.com) utilized by the SVCC are exclusive property of the SVCC. Informational content used on any and all websites utilized by the SVCC are exclusive property of the SVCC. In the event that the SVCC changes its web hosting company or webmaster, all relevant hosting and content information will be passed on by the outgoing web hosting company or webmaster in an expedient manner to the new web hosting company or webmaster.

Article VII. Amendment

These By-Laws may be altered, amended, or repealed or revised by a two-thirds vote of the active SVCC membership, in good standing, at any regular, annual, or special meeting of this Association; provided a copy of such proposed amendments or revisions shall be discussed and acted upon.