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BYLAWS OF
NORTH AMERICA TAIWANESE ENGINEERS' ASSOCIATION
Amended
by the Board of Directors on November 21, 2006
Amended
by General Meeting on October 19, 2002
Amended by General Meeting on October 26, 2001
Article
I
NAME, LOCATION AND STATUS
Section 1. Name
The name of the organization shall be the North
America Taiwanese Engineers' Association (NATEA), hereinafter the
'Association'.
Section 2. Location
The headquarters of the
Association is located in the County of Santa Clara, California.
Section 3. Status
The Association is a non-profit corporation organized
under the laws of California and the United States of America.
Article II
PURPOSE
The purposes of the Association are as follows:
(1) To
promote scientific and engineering knowledge and its practical
applications and to provide engineering management training opportunities
for the members of the Association and general
public;
(2) To
increase technology development, entrepreneurship, and job opportunities
for the members of the Association and general public;
(3)
To support research and development of the technology in Taiwan and enhance Taiwan's technological global position;
(4) To
establish relationships between the Association and the other scientific
or engineering organizations;
(5) To
further the fellowship among its members and general
public; and
(6) Any
other purposes which are proper.
Article
III
ORGANIZATIONAL ENTITY
The four decision making bodies for the Association
are:
(1) The Association General
Meeting, hereinafter the 'General meeting';
(2) The Association Board of
Directors, hereinafter the 'Board';
(3) The Regional Chapter,
hereinafter the 'Regional chapter';
(4) The Regional Chapter Board of
Directors, hereinafter the 'Regional board'.
Article
IV
MEMBERSHIP
Section 1. General
There are two kinds of membership:
(1) Full Membership
(2) Associate Membership
Section 2.
Eligibility for Membership
(1) Full Membership:
Individuals having a past residence in Taiwan or descendants of such individuals residing in North America and (a) holding either a science
or engineering degree, (b) studying full-time in an engineering or
science curriculum of a university, or (c) working in a science or
engineering related field, are eligible for full membership of the
Association.
(2) Associate Membership:
Any individual not qualified for a full
membership but who would like to join the Association is eligible for
associate membership.
Section 3. Admission
(1) Individuals
shall submit a written application, with the sponsorship of two full
members of the Association, to their respective local regional chapters.
(2) The
application shall be reviewed and either approved or denied by the
regional board within three months.
(3) Once
the individual becomes a member of the regional chapter, she or he is,
automatically, a member of the Association.
Section 4. Transfer
All members, full and associate, may choose to
transfer the membership to a regional chapter near her or his residence.
Article
V
OBLIGATIONS AND RIGHTS
Section 1. Obligations
(1) Each
member shall obey these Bylaws and the bylaws of regional chapter.
(2) Each
member shall pay the membership fee determined by the regional board.
(3) Each
member shall comply with all decisions made at the meetings by the
regional chapter, and by the Association.
Section 2. Rights
(1) Each
member may participate in all activities and enjoy all services provided
by regional chapters and by the Association, unless the regional boards
or the Association imposes some restrictions.
(2) Each
member with full membership shall have rights to vote, to nominate, to
impeach, and to make motions of suggestions for review to the regional
chapter, and to the Association.
(3) Each
full member with a minimum of six months full membership shall be
eligible for nomination to the regional board.
(4) Each
full member with a completion of one term of service on the regional
board shall be eligible for nomination to the Board.
Article
VI
THE GENERAL MEETING
(1) The
General meeting shall be governed by the Board members and the Association
advisers, and all Regional Board members.
(2) The
Board is authorized to make all decisions of the Association. In the
event of encountering functional problems caused by the Board, with
willful misconduct or gross negligence resulting in violations of the
Bylaws, the spirit of the Association, or the laws of the United States of America, the General meeting shall be called for resolving such functional
problems.
(3)
The General meeting shall be initiated by the President or
any Regional Chapter President if necessary, and called for through a
written petition submitted by at least one-third of the total number
of the Association Board and the Regional Board, and the Association advisers.
The two-third of the total number shall be present in person or by
written proxy to constitute a quorum. A majority of the member present
shall be required to approve the General meeting decision.
(4) The General
meeting shall be conducted either in person or by other electronic
means.
(5) A
written notice of date, time, place, the purpose, and the nature of the
meetings must be delivered to all Board members with full membership and
the Association advisers no less than fifteen days before the meeting.
Mailing of the notice to the Board members' home or website announcement,
or e-mail addresses on the Association membership list shall be
considered delivery.
(6) The
voting process can be executed by the Association website announcement
for the Association or for any Regional Chapters.
(7) If
members do not exercise their voting power within seven (7) working days
after the website announcement, the respective Board of Directors shall
be the voting agent for those members.
Article
VII
THE BOARD
Section 1.
Organization
(1)
The term of each Board session shall be two years.
(2)
The Board consists of both designated Board members and elected
Board members.
(3)
Each designated Board member represents one regional board. The
regional chapter presidents shall be designated as designated Board
members by default. The number of designated Board members in each Board
session is the number of regional chapters.
(4)
Each elected Board member represents Association members
affiliated to her or his regional chapter. The number of elected Board
members to be directly elected from a regional chapter shall be allocated
in proportion to the number of full membership members affiliated with
that regional chapter according to the rule defined in the Bylaws.
(5)
The total number of elected Board members in each Board
session shall be one plus the number of designated Board members when the
number of designated Board members exceeds five. Otherwise, the total
number of elected Board members shall be eleven minus the number of
designated Board members.
(6)
When a new regional chapter is formed during a Board session, the
president of the new regional chapter can become a designated Board
member immediately only if the existing designated Board member number is
less than the elected Board member number. Otherwise, the new regional
chapter president shall wait until next session to become a designated
Board member.
(7)
The Board members of a new session shall elect from among elected
Board members a President and up to three Vice Presidents. Both the
President and the Vice Presidents are to serve the entire term of the
session.
(8)
The President shall appoint, from among elected Board members, a
Secretary and a Treasurer of the Association, with the approval of the
Board. The President, the up to three Vice Presidents, the Secretary and
the Treasurer shall be the Officers of the Association.
(9)
The President-elect shall be elected between February 1 and March 31 prior
to serving as the President beginning on January 1st of the following
year.
Section 2. Function
(1)
The Board shall be the highest decision making body of the
Association except the General meeting has the power to over-ride the
Board decision.
(2)
At least one-half of the Board members shall be present to
constitute a quorum for a Board meeting. Except where explicitly
specified otherwise, a majority of the Board members present is required
to approve the Board decisions.
(3)
The President shall represent the Association to the general
public.
(4)
The President shall call and preside over regular Board meetings.
The President may call for special Board meetings as needed.
(5)
The President shall implement all decisions made by the Board or
Regional General meeting.
(6)
The Association or any Regional Chapter shall elect up to three Vice
Presidents.
(7)
The Vice
Presidents shall in general assist the President in discharging the
presidential responsibility. The First Vice President shall serve as
Acting President if the President is temporarily unable to serve. The
Acting President shall have the full authority and responsibility of the
President. The Second or Third Vice President shall serve as Acting
President if the First or Second Vice President is unable to serve.
(8)
If the President is unable to complete her or his term, the First Vice
President shall assume the presidency to serve the remainder of the Board
session. Upon such succession, or when all Vice Presidents are unable to
complete her or his term, the Board shall within 30 days elect from among
elected Board members a new Vice President. If the President and all Vice
Presidents are simultaneously unable to complete their respective terms
of office, the Board shall within 30 days elect from among elected Board
members a new President and at least one new Vice President.
(9) The
Board members, with at least one-half of the Board members' consenting,
may call for special Board meetings.
Section 3. Duties
The duties of the Board are
as follows:
(1)
To set operating policies for the Association;
(2) To
implement all provisions of the Bylaws and to transact general business
of the Association;
(3)
To protect the Association's reputation and assets;
(4)
To plan and to oversee the Association・s activities;
(5)
To review and to approve the Association・s financial plan;
(6)
To appoint and/or to remove Honorary Advisors and Advisors.
Section 4. Terms of
the Board Members and President-elect
(1)
The term of the President and the Vice Presidents is two
years, commencing on January 1 and ending on December 31 of the following
year.
(2)
The term of the elected Board members is two years, commencing on
January 1 ending on December 31 of the following year also.
(3)
The term of the designated Board members is contemporaneous with
the term of the regional chapter president.
(4)
The term of the President-elect is less than one year, commencing on any
date between February 1 and March 31, and ending on December 31of
the same year to be elected.
Section 5. Eligibility
(1)
Each member with full membership, in good standing, having served
a full Board session or a full regional board session, is eligible to be
an elected Board member for the term during which she or he does not also
serve on a regional board.
(2)
Each member with two years of good standing full membership and
unanimous approval from the respective regional board is eligible to be
an elected Board member for the term during which she or he does not also
serve on a regional board.
(3)
The regional chapter president shall be the only designated Board
member from her or his regional chapter unless she or he is removed from
the Board.
(4)
An elected Board member is not eligible to be elected the
President or the Vice President in the Board session immediately after
serving as the President for two consecutive Board sessions. The
calculation of this restriction shall not include the session in which
the concerned Board member started serving as the President after half of
the term had passed.
(5)
Other rules of eligibility of the Board members and Association
officers shall be written in the Bylaws.
(6)
The President-elect shall have served one full term (two years) of the Association
or regional Board of Directors prior to being elected between February 1
and March 31 as the following year・s President.
Section 6. Election
(1)
All regional chapters shall report their respective counts of good
standing members with full membership to the Board by July 1 in the
second year of each Board session.
(2)
The Board will then determine the number of elected Board
members for each regional chapter based on Hill's Equal Proportions
Method (see Appendix A), and shall notify all regional boards by August 1
in the second year of each Board session.
(3)
All regional chapters shall complete their chapter elections of
regional chapter presidents by December 1.
(4)
Regional chapters with at least one elected Board member seat
shall nominate and elect their elected Board members by the
regional Board, along with at least one backup elected Board member. The
election results shall be submitted to the Board by December 1 in the
second year of each Board session.
(5)
The President shall call a meeting of new Board members of the
next Board session to elect the President and Vice Presidents before
December 31 in the second year of each Board session. A majority of the
voting members of the new Board shall constitute a quorum. The President and
Vice Presidents shall be elected with the majority votes of their Board.
(6)
The new President shall appoint the Secretary and the Treasurer
and obtain Board approval for the appointments by January 31 in the first
year of each Board session.
(7)
Upon the implementation of the amended Bylaws, there shall be
two elections: one for President, Vice-Presidents and other Board
members, the other for the President-elect for the Association and maybe
for any Regional Chapters within each Board session.
Section 7.
Impeachment
(1) The
Board members, including the President and the Vice Presidents may be impeached
for willful misconduct or gross negligence resulting in violations of the
Bylaws, the spirit of the Association, or the laws of the United States of America. At least one-third of the Board members must sign a petition for
the impeachment of any Board members.
(2)
The President shall call for a Board meeting after receiving the
petition for impeachment. .
(3)
If two-third of the attending members agree to the motion of
impeachment, the recall action shall be taken immediately, and the Board
shall notify the regional board she or he represents.
Section 8.
Replacement of Board Members
(1) When
an elected Board member cannot continue the term, the highest-ranking
backup elected Board member of the respective regional chapter shall
succeed the vacancy. The respective regional chapter shall be notified
the replacement of the unfinished term within 30 days.
(2) A
regional board shall designate a replacement designated Board member when
the designated Board member of that regional chapter cannot continue the
term. With the exception of the designated Board member being replaced,
each regional chapter board member is eligible to be the replacement
designated Board members of that regional chapter.
Article VIII
ADVISORY BOARD, WORKING AND ELECTION COMMITTEES
(1) The Board shall have the
power to form advisory board, special interest group (SIG), working and
election committees when it is deemed necessary or advisable to perform
the functions and activities of the Association.
(2) The President shall have
option to appoint an Executive Director, for the working committee with
the advice and consent of the Board.
(3) The immediate past president
of the Association shall serve two years in the advisory board, not to be
considered as a Board member, and participate in the Board meetings in
person or by electronic means. If the immediate past President is no
longer associated with either the Association or the respective Regional
Chapter, a past Vice President or one of the past Board members shall
fill in the advisor board position with the advice and consent of the
Board.
(4) The President may appoint the
past presidents of the Association and other distinguished individuals to
the advisory board for two years with the consent of both the Board and
the individuals.
(5) The President may invite
distinguished individuals to serve as Honorary Advisors with full consent
of the Board and the consent of the individuals. It is not a functional
part of the advisory board. The removal of any Honorary Advisor shall be
consent by two-third of the total Board members.
(6)
The President shall appoint the immediate past President and former Board
members as the Election Committee. The Committee shall recruit the
following year・s Board member nominees through appropriate
recommendations and individual consents within fifteen (15) days prior to
the Board meeting. The Committee Chairperson shall also chair the
election activities at the Board meeting.
Article
IX
AMENDMENTS
(1) Amendments to the Bylaws
shall be reviewed at the Board meeting, and the General meeting if
necessary.
(2)
All proposed amendments must be originated from former Board
members assigned by the Board or from a written petition with at least five
Association Board members. The petition shall be submitted by electronic
means to the Board of Directors for initial review no less than ten (10) days
prior to the Board meeting.
(3)
The Board shall send the proposed amendments to the Board members for
approval at least fifteen days prior to the Board meeting, and the
General meeting if necessary.
(4) The affirmative votes of
two-third of the full membership Board members present or by written
proxy at the Board meeting, and the General meeting if necessary shall be
required for adoption of the proposed amendments.
(5) The Board shall revise the
Bylaws to adopt any amendments within thirty days after the Board meeting,
and the General meeting if necessary.
Article
X
REGIONAL CHAPTERS
Section 1. Creation
(1) The requirements for
establishing regional chapters shall be determined by the Board.
(2) The Board is responsible to
determine the name, location, and territory coverage for a regional
chapter.
(3) The Board is
responsible to evaluate and approve the creation of a regional chapter.
(4) The regional chapter shall
follow the Association guideline to define its chapter bylaws. The
regional chapter bylaws and its future amendments shall be reviewed and
approved by the Board before becoming effective.
(5) The
regional chapter President shall appoint if necessary one good standing Regional
Board member to attend the Association・s Board meeting in person or by joining
a conference call and provide written proxy
to the Board in order to constitute a quorum.
Section 2. Association Authorities
(1) The Board has the authority
to audit all membership applications and alter the decision if an
application does not meet the requirements of the Bylaws and the spirit
of the Association.
(2) If a regional chapter does
not fulfill its obligations to the Association, the Board has the
authority to give warning, to dismiss the regional board for re-election,
or to reorganize the regional chapter.
(3) The Board has the authority
to review and approve all logos used by regional chapters.
Section 3.
Obligations
(1) All regional chapters shall follow
the Bylaws.
(2) All regional chapters shall
follow or implement the decisions made in the General meeting or the
Board.
(3) All regional chapters shall
diligently implement the tasks assigned by the Association.
(4) The regional boards shall
follow the directions from the Board to conduct the elections of their apportioned
elected Board members.
(5) All regional chapters shall
submit to the Association an annual management fee, based on their good
standing member counts, that is determined by the Board.
(6) Each regional chapter may
conduct all activities with its regional chapter name. A regional
chapter will need consent, in advance, from the Board to use the
Association name for any activity.
Section 4. Benefits
(1) All regional chapters may
participate in any activities organized by the Board.
(2) All regional chapters may use
all the services offered by the Association.
Appendix A:
HILLS EQUAL PROPORTIONS METHOD
1. Introduction
The Hill's Equal Proportions
Method (called Hill・s Method) is currently used for the appointment of
the House of Representatives. The Hill・s Method was adopted by the US congress in 1941 following the census of 1940. This method assigns seats in the House of
Representatives according to a "priority" value. The priority
value is determined by multiplying the population of a state by a
"multiplier". For example, following the 2000 census, each of
the 50 states was given one seat out of the current total of 435. The next,
or 51st seat goes to the state with the highest priority value
and thus become that state's (in this case the most populous state - California) second seat. This continues until all 435 seats have been assigned.
It is recommended that we
NATEA BOD adopt the same method, with a minor modification, to allocate
the elected representative seats to regional chapters. We consider the
designated representative (chapter President) as the first seat from each
regional chapter. Therefore the first elected seat will goes to the chapter
with the highest priority value and thus becomes that chapter's second
seat, and so on.
2. How
is it done?
Definition of Terms:
Priority_value
(v) = Population
(Pi) x Seat_multiplier
(m)
Pi :
represents a chapter's total member
Seat_multiplier:
1 divided by [the square root of n(n-1)], which
is called the reciprocal of the geometric mean, where n>=2
n
(>=2): represents the number of seats a chapter would have if it
gained a seat
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For example,
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n=2 ® Seat_multiplier = 0.7071067812,
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n=3 ® Seat_multiplier = 0.4082482905,
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n=4 ® Seat_multiplier = 0.2886751346,
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n=5 ® Seat_multiplier = 0.2236067977, etc.
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Once the "multipliers" have been
calculated, the next step is to multiply this figure by the chapter
member count of each regional chapter. The resulting numbers are the
priority values. Making sure you compute enough multipliers to cover the
largest amount of elected representative seats. After all the priority
values are calculated, one can sort and rank all possible priority
values. Then one would assign the elected representative seats to
regional chapter with higher priority values until all the required seats
are filled.
3. Example
Assuming that NATEA has a
total of 4 local chapters, each with chapter member count as P1
= 247, P2 = 173, P3 = 87, and P4 = 45
respectively.
According to the Bylaws, the Association BOD
will have 4 designated representatives and 7 elected representatives.
Allocation of the 7 elected seats will be based on the order of following
priority values calculated in the table below.
The top seven priority values rank in order
are: 175, 122,
101, 71.3,
70.6, 62,
and 55. The elected representative seat
allocation is therefore:
Chapter-1: N1 = 4 (priority value: 175,
101, 71.3,
55)
Chapter-2: N2 = 2 (priority value: 122, 70.6)
Chapter-3: N3 = 1 (priority value: 62)
Chapter-4: N4 = 0
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n
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m
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P1
= 247
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P2
= 173
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P3
= 87
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P4
= 45
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2
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0.7071067812
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175
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122
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62
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32
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3
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0.4082482905
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101
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70.6
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36
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18
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4
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0.2886751346
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71.3
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50
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25
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13
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5
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0.2236067977
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55
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39
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19
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6
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0.1825741858
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45
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32
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16
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7
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0.1543033500
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38
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27
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8
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0.1336306210
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33
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23
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9
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0.1178511302
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29
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10
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0.0953462589
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24
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Appendix B:
Transition Plan
1. Purpose
This Transition plan is defined to provide a
legal source to facilitate a smooth implementation of the Year 2001
revision of Bylaws of NATEA in a timely basis.
2. Lifetime
Membership
The Year 2001 revision of Bylaws of NATEA
discontinues the acceptance of new permanent members. The existing lifetime
members shall be assigned to their respective regional chapters, and
their rights shall remain unchanged, i.e., they will be continuously
exempt from future membership fee responsibility, and enjoy/fulfill the
same member benefits /responsibility as others. Their respective
regional chapters may exclude the lifetime member counts from the
Association management fee calculation, however, may include the lifetime
member counts in the Association elected Board member allocation process.
3. Mid-Session
Election
The Year 2000 elected NATEA Board members
shall complete their service by December 31, 2002, and leave their seats in the Association Board opened in the middle of the Board session. The
Association Board shall work with regional boards to conduct a
mid-session election to fill the opened elected Board seats for the
remaining session. Following this mid-session election, the new
Association Board shall elect or appoint from its Board members to fill
the opened officer positions for the remaining session.
4. Effective
Date for The Year 2001 Revision of Bylaws of NATEA
The Year 2001 revision of Bylaws of NATEA
shall become effective on January 1, 2002.
- The End -
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