The Bylaws

(Dec. 30, 2020)

 

ARTICLE I. Name

ARTICLE II. Purpose

ARTICLE III. Exempt Status

ARTICLE IV. Membership

ARTICLE V. The Board of Directors

ARTICLE VI. Officers

ARTICLE VII. Nominations and Elections

ARTICLE VIII. Committees

ARTICLE IX. Meetings of Members

ARTICLE X. Meetings of Board Directors

ARTICLE XI. Amendments

 

ARTICLE I. Name

 

The name of the organization is: North America Chinese Association for Nutrition (NACAN).

 

ARTICLE II. Purpose

 

The NACAN is a nonprofit organization. The general purposes of the Association are for advancement of science and education. Specifically, the association is to promote scientific exchange and networking among professionals with Chinese heritage in nutrition, health, and related fields of interest; facilitate advanced education and training of professionals and support the dissemination and application of nutrition knowledge to improve public health and clinical practice in the community; and advocate for nutrition-related research and evidence-based practice to promote health and wellness.

 

ARTICLE III. Exempt Status

 

Any and all assets of the Association are permanently dedicated to exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of future laws).

 

The Association shall not be operated for pecuniary profit and shall have no capital stock and shall make no distribution of dividends to its members, Directors, officers or persons having a private interest in the activities of the Association, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. In the event the Association is dissolved, the Board shall pay, satisfy and discharge all liabilities and obligations of the Association or make adequate provisions therefore and distribute all remaining assets of the Association to an organization or organizations engaged in activities substantially similar to those of the Association and organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of future laws).

 

ARTICLE IV. Membership

 

Section 1. Regular Members. Any individual with an advanced degree in nutrition, health, and other related fields, as determined by the Board of Directors, shall be eligible to be a Regular Member. Regular Members who wish to become Lifetime Members can do so by paying a one-time $500 membership fee.

 

Section 2. Associate Members. Any individual with a professional degree or relevant accomplishments with an interest in nutrition, health, and other related fields, as determined by the Board of Directors, shall be eligible to be an Associate Member.

 

Section 3. Student Members. Any individual enrolled at an institution of higher learning with an interest in nutrition, health, and related fields.

 

Section 4. Corporate Members. A representative from any corporation making a significant contribution to further the purposes of the Association, as determined by the Board of Directors, shall be eligible to be a Corporate Member.

 

Section 5. Sponsor Members. Any individual who has made a substantial contribution to further the purposes of the Association, as determined by the Board of Directors, shall be eligible to be a Sponsor Member.

 

Section 6. Honorary Fellows. Any individual who has achieved an outstanding international reputation in nutrition, health, and other related fields and has made a substantial contribution to further the purposes of the Association, as determined by the Board of Directors, shall be eligible to be an Honorary fellow.

 

Section 7. Rights of Membership. All Regular members with paid membership fees shall have the right to vote in elections for Association Officers and on any other matter that is required by law or these Bylaws to be submitted to a membership vote. In case that the membership fees could not be paid due to circumstances beyond the control of the executive team and the members, a designated membership committee can verify the membership for the purpose of the election.

 

Section 8. Obligations of Membership. All members shall abide by these Bylaws and any other rules or regulations, including the payment of dues, established by the Board of Directors that are not inconsistent with these Bylaws.

 

Section 9. Discipline of Members. Any members may be subjected to discipline, including termination of membership status, for conduct contrary to the best interests of the Association or that may bring disrepute upon the Association, or for other appropriate causes, as determined by, and upon majority vote of, the Board of Directors.

 

Section 10. Administration of Membership Process. Members must have demonstrated an experience and/or an interest in nutrition, health, or other related fields. Any individual who is qualified for membership may become a member of the Association by submitting his/her online registration at the Association website. The Board of Directors may further define any membership requirement and establish procedures for the application for membership, for the review, acceptance, or rejection of applications, and for the discipline of any member, as it deems appropriate in the best interests of the Association.

 

Section 11. Membership Dues. Membership fees are due in the month of January of each year. Annual membership dues for Regular Member ($30), Associate Member ($15), Student Member ($5), and Corporate Member ($100) are required to maintain the membership. Membership fees paid after January will be five dollars ($5) more than the rates for January. The duration and dues for Sponsor membership are determined by the Board of Directors on an individual basis. Membership dues are waived for Honorary Fellows. The Board of Directors shall determine any changes in such assessment accordingly.

 

ARTICLE V. The Board of Directors

 

Section 1. Authority. The affairs of the Association shall be governed by a Board of Directors.

 

Section 2. The Board of Directors shall consist of the President, the Vice President, the immediate Past President, and two additional members. The number of Directors may be changed from time to time by amendment of these Bylaws duly made, provided however that the number of Directors shall not be less than three.

 

Section 3. The President, the Vice President, and the Past President shall each serve a term on the Board of Directors concurrent with their terms in those respective offices. The President shall serve as the Board Chairperson. The two additional members shall each serve a term of two years. Terms shall commence on August 1. Members of the Board of Directors shall be eligible for immediate re-election for another term on expiration of their term of office. If a Board of Directors’ position becomes vacant by reason of death or resignation, or otherwise, the Board of Directors shall appoint a successor who shall serve for the remainder of the unexpected term or until his/her successor is duly elected, qualified, and begins to serve.

 

Section 4. Meetings. The Board of Directors shall provide by resolution the time and place for the holding of regular meetings. Special meetings may be called by the Chairperson or by a majority of the members of the Board of Directors then in office. Written notice of any meetings of the Board of Directors shall be sent to each Board Director before the date of the meeting by any reasonable means.

 

Section 5. Quorum. Manner of Acting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Board of Directors members at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. All members of the Board of Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other.

 

Section 6. Informal Action. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if unanimous written consent to such action is given.

 

Section 7. Power. The Board of Directors of the Association shall manage the property and affairs of the Association. The Board of Directors shall have and is vested with all power and authority, except as may be expressly limited by law, or these Bylaws, to supervise, control, direct and manage the property, affairs and activities of the Association, to determine the policies of the Association, and to do or cause to be done any and all lawful things for and on behalf of the Association.

 

All income and property of the Association shall be applied exclusively for its not-for-profit activities. No part of the net earnings or other assets of the Association shall be used to the benefit of any Directors, Officers, contributors or any other private individuals who have, directly or indirectly, personal or private interests in the activities of the Association.

 

The Board of Director shall have the authority to: amend, alter or repeal the Bylaws; elect, appoint or remove any members of any such committee or any Directors or Officers of the Association as specified in these Bylaws; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another organization; authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association or revoke proceedings therefore; and adopt a plan for the distribution of the assets of the Association. The Board of Directors shall have the authority to establish affiliation relationships with other non-profit organizations for the purpose of advancing the general aims of the Association. The activities resulting from such affiliations shall be made known to all members of the Association.

 

Section 8. Compensation. The Board of Directors and other Officers of the Association as such shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Directors from serving the Association in any other capacity and receiving compensation therefore. A Director may be reimbursed for his/her actual expenses reasonably incurred in attending meetings other than annual meetings and in rendering services to the Association in the administration of its affairs.

 

Section 9. Resignation. Any Director may resign from the Board of Directors of the Association; such resignation shall be in writing and shall be effective immediately or upon its acceptance by the Board of Directors of the Association, as such resignation shall provide.

 

ARTICLE VI. Officers

 

Section 1. Identification. The Officers of the Association shall be a President, a Secretary, a Treasurer, a Vice President, and an immediate Past President. The President may appoint other Officers, as it shall deem desirable, such officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

 

Section 2. President. The President shall be the chief elected officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. The President is an ex-officio member of all committees, except the Election Committee. The President shall serve a term of one year starting August 1st, and end on July 31st of next year.

 

Section 3. Vice President (President-elect). The Vice President shall be elected before August 1st and serve a term of one year and shall succeed to the office of President starting August 1st, and end on July 31st of the following year. The Vice President should have served at least one year, counting the year of election, as an officer or a committee chair prior to his/her candidacy. If the Office of the President becomes vacant, Vice President shall succeed to this office and serve out the rest of the term. If the Office of Vice President becomes vacant, a temporary substitute will be appointed by the President and approved by the Board of Directors to serve out the rest of the term. The Vice President should in general assist the President in supervising and controlling all of the business and affairs of the Association and the specific tasks assigned by the President.

 

Section 4. Secretary. The Secretary or a member of the administrative staff of the Association under the supervision of the Secretary shall be responsible for verifying that the Office of the President maintains a roster of the members, keeps minutes of the meetings of the Association and of the Board of Directors, oversees the Association webpage and documents, coordinates fund raising activities, and shall handle official correspondence of the Association. The Secretary shall be appointed every year by the President and approved by the Board of Directors. She/He may be terminated by mutual agreement in writing between him/her and the President, and approval by the Board of Directors. If the office of Secretary becomes vacant, a temporary substitute will be appointed by the President and approved by the Board of Directors to serve out the rest of the term.

 

Section 5. Treasurer. The Treasurer shall, whether performed personally or through the Office of President, shall be responsible for safeguarding the Association's funds, for disbursing same in accordance with the approved budget, for maintaining proper records and accounts, and for preparing and submitting an annual report to the membership detailing the financial status of the Association. The Treasurer shall be appointed every year by the President and approved by the Board of Directors. She/He may be terminated by mutual agreement in writing between him/her and the President, and approval by the Board of Directors. If the office of Treasurer becomes vacant, a temporary substitute will be appointed by the President and approved by the Board of Directors to serve out the rest of the term.

 

Section 6. Past President. The President shall become the Past President upon expiration of his or her term as President, and shall serve in this office for a one-year period. The past President should in general assist the President in supervising and controlling all of the business and affairs of the Association and the specific tasks assigned by the President.

 

Section 7. Vacancies. Officers may be terminated by mutual agreement in writing between him/her and the President, and approved by the Board of Directors. Should any office become vacant for any reasons, a temporary substitute will be appointed by the President and approved by the Board of Directors to serve out the rest of the term.

 

Section 8. Removal. Any Officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.

 

ARTICLE VII. Nominations and Elections

 

Section 1. Nomination. Regular members are eligible for nominating and self-nominating candidates and being nominated for elected positions (Board of Directors and Vice President). An Election Committee appointed by the President shall be responsible for compiling names of candidates and screening qualifications of candidates. A paper or electronic ballot shall be casted at least one month before the term of current position expires.

 

Section 2. Election. Regular members with verified membership shall have the right to vote in elections for Association Officers. To the extent allowed by law, the Board of Directors may allow any vote to be conducted in whole or in part via paper or electronic means. The candidate with the highest number of votes shall be elected. Under unusual circumstances, the election can be postponed up to one year. Every effort will be made to ensure the new Association officers are elected before the new term begins. Information regarding the election will be communicated to all members promptly. Two-thirds majority of members shall have the rights to call, postpone, or cancel an election under unusual circumstances.

 

ARTICLE VIII. Committees

 

Section 1. Authority. The Association President shall establish, or disband, such committees as necessary or appropriate to serve the needs of the Association.

 

Section 2. Committees. Committees not having and exercising the authority of the President in the management of the Association may be designated by a resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members with paid membership fees, and the President of the Association shall appoint the members thereof. The Board of Directors of the Association thereof may remove any member whenever, in its judgment, the best interests of the Association shall be served by such removal.

 

Section 2.1. Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and other committees established by the President. The Executive Committee, to the extent provided in a resolution of the Board of Directors, shall have and exercise the authority of the Board of Directors in the management of the Association. The Executive Committee can meet in person or through teleconference and other means as organized by the President. Each committee should report their activities at regular meetings to the president and brief reports should be shared on the Association website.

 

Section 2.2. Special Committees. Special Committees shall be established and appointed by the President to carry out special tasks to further the purposes of the Association in consultation with the Executive Committee. The Executive Committee may decide to elect these committee members prior to appointment by the President. All members are eligible to serve on these committees.

 

Section 2.3. Chairperson. The President of the Association shall appoint one member of each committee as the chairperson.

 

Section 2.4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

Section 2.5. Quorum. Unless otherwise provided by a resolution of the Board of Directors, a majority (more than 50%) of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

Section 3. Term of Office. Each member of a committee shall continue as such until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. There is no limitation as to the number of committees each member may serve concurrently. Serving as a current Officer of the Association does not exclude one to serve at any of the committees mentioned above.

 

Section 4. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

 

ARTICLE IX. Meetings of Members

 

Section 1. Annual Business Meeting. A business meeting of the Association shall be held yearly at the time and place selected by the Board of Directors.

 

Section 2. Quorum. A quorum at all business meetings of the Association shall be 10 members with paid membership fees. The act of a majority of the members present at an annual meeting at which a quorum is present shall be valid as the act of the Association, except in those specific instances in which a greater number may be required by the General Not-for-Profit Corporation Law of the State of Tennessee, the Articles of Incorporation, or these Bylaws.

 

Section 3. Electronic Meetings and Voting. To the extent allowed by law, the Board of Directors may allow any business meeting to be conducted in whole or in part via electronic means, and/or to allow electronic voting in connection with any meeting.

 

Section 4. Adjournment. If a quorum shall not be present at any such meeting, the members present shall have the power, successively, to adjourn the meeting, without notice other than announcement of such meeting, to a specified date.

 

Section 5. Voting. Each member shall be entitled to cast one vote, either in person or proxy, on issues requiring approval of the membership.

 

Section 6. Matters Subject to Membership Vote.  Members shall elect two Board Members and the Vice President by ballot as provided herein, amend these Bylaws, and act upon those matters and committee reports brought before them by the Officers of the Association either by ballot or by a general meeting. Members may introduce additional matters for consideration by the membership upon a showing to the Chairperson of the meeting that the consideration of such matters has the support of at least ten (10) members who are in attendance and participating in the meeting, provided that such additional matters are permissible subjects for membership action.

 

ARTICLE X. Meetings of Board of Directors

 

Section 1. Annual Meeting. The regular annual meeting of the Board of Directors shall be held prior to or immediately preceding and in the same location as the annual meeting of the membership, as herein before prescribed. 

 

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or Vice President. The President shall fix the time for holding any special meeting of the Board. The special meeting can be either in person or through teleconference arranged by the President.

 

Section 3. Notice. Notice of any annual or special meeting of the Board of Directors shall be given at least twenty (20) days previously thereto by written notice delivered personally or sent by a mail or an electronic message to each Director at his/her address as shown by the records of the Association.

 

Section 4. Quorum. The presence of a majority of the whole Board of Directors shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be valid as the act of the Board of Directors, except in those specific instances in which a greater number may be required by the General Not-for-Profit Corporation Law of the State of Tennessee, the Articles of Incorporation, or these Bylaws.

 

Section 5. Adjournment. If a quorum shall not be present at any such meeting, the Directors present shall have the power, successively, to adjourn the meeting, without notice other than announcement of such meeting, to a specified date.

 

Section 6. Voting. Each Director present at any meeting shall be entitled to cast one vote on each matter presented before such meeting for vote of the Directors.

 

Section 7. Informal Action. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if unanimous written consent to such action is given.

 

ARTICLE XI. Amendments

 

A proposed amendment to the Bylaws may be made by any Regular Member of the Association by forwarding such proposal(s) in writing to the Secretary, who shall present the proposal(s) to the Board of Directors. The Board of Directors approves the amendment.