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1.Offices: The National Cheng Kung University Alumni Association of Northern California (hereafter “The Association”) shall have its principal office in the City of Los Altos, County of Santa Clara, State of California, or the office designated by its President.

2.Additional Offices: The Association may also have offices within Northern California as the Board of Directors may, by majority vote, from time-to-time appoint or as the business of the Association may require for local members.

3. Purpose – Fraternal: To foster fellowship and goodwill among the members of the National Cheng Kung University Alumni Association of Northern California. To advance the interests and promote the welfare and achievement of the members of the Association by sponsoring and supporting social cultural events, and by publishing periodic publications and directory.

4. Purpose – Charitable: To establish a fund to help improve the care of needy members and to assist the economic rehabilitation of deserving disadvantaged members and of the larger community.


1.Memberships: The membership shall be divided into two classes:
REGULAR MEMBERS: Any person who has registered with the Association and has been awarded a degree or attended classes at National Cheng Kung University, or is a members or former member of the National Cheng Kung University faculty.
HONORARY MEMBERS: The Board may confer honorary membership upon any person who has rendered outstanding service, or has brought distinction to the Association.

2.Dues: A regular member shall be an active member for one year upon the payment of annual dues. A regular member shall become an active member for life upon the payment of life dues. Dues shall be established by the Association Board of Directors, and are subject to change from time to time.

3.Termination of Membership: The death and/or resignation of the member will automatically terminate membership. The rights and privileges of the members, except when expressly stated to the contrary herein, are not in anyway transferable.


1.Place and Time of Annual Meeting: A meeting of members shall be held annually for the election of Directors, Officers, and the transaction of business. The site of the meeting will be selected by the Board of Directors. The meeting shall be held the first week of November every year unless otherwise determined, from time to time by the Board of Directors.

2.Special Meetings: Special members’ meetings for any purpose may be called by the President or by one-third of the Board of Directors, and must be called by the President upon the written request of ten percent of the active members.

3.Notice of Annual or Special Meetings: Notice of the annual meeting shall be given either personally, by post mail or e-mail to all members not less than thirty days before the date of the meeting. Notice of any special meeting shall state the purpose for which it is called and on whose authority and shall be given personally or by first class mail or e-mail not less than two weeks before the date for such meeting to all members. No business other than that specified in the notice for the special meeting shall be conducted at the special meeting.

4.Member Lists: A list of all members of the Association entitled to vote, certified by the Secretary of the Association, shall be produced at any meeting. Such lists shall be irrefutable proof of the member’s rights.

5.Quorum of Members: At any meeting of the members, the members entitled to cast a majority of the total numbers of votes shall constitute a quorum for the transaction of any business.

6.Voting: Every active member (defined in II-2) who has been entitled to the full benefits of membership under this Article shall be entitled to one vote on each matter submitted to a vote of the members. Directors shall be elected by a majority of the votes cast at a meeting of the members, and any action to be taken by the Association requiring the approval of the members shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon, except as otherwise required by law. Blank votes or abstentions shall not be counted in the number of votes cast.

7.Proxies: Voting rights may not be exercised in proxies.

8.Rules: The Association and the Board shall follow the most recent edition of Roberts Rules of Order.


1.Board of Directors: Board of Directors shall manage the business of this Association.

2.Qualifications of Directors: Each Director shall be an active member in good standing.

3.Number of Directors: The number of Directors constituting the entire Board shall be a minimum of 15. The number of Directors may be increased or decreased by action of a majority of the entire Board subject to the limitation that the total number of Directors shall not be more than 21.

4.Election and term of Directors: The current President of the Association, the President-elect, the Vice-Presidents and the preceding President shall be on the Board of Directors. The active members via letter or e-mail ballot shall elect one third of the Directors for a three-year term prior to the Annual Meeting.
Vacancies occurring by reason of resignation of Directors may be filled by a majority vote of the members of the Association at a special meeting called for such a purpose. Director elected to fill a vacancy shall be elected to hold office for the unexpired term of this predecessor.

5. Removal of Directors: Any Elected Director may be removed without cause upon vote of a majority of the votes represented and voting at a duly held meeting of members, at which a quorum is present.

6.Resignation of Directors: Any Director may resign at any time. Such resignation shall be made in writing and shall take effect one month from the date that the resignation is submitted to the Chairman of the Board.

7.Quorum of Directors: Majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

8.Proxies: Every member of the Board may authorize another person to act for that member by proxy. Every proxy must be in writing and signed by the member or the member’s attorney-in-fact. The person who represents the proxy must be an active member of the Association. The proxy shall be valid for only three months.

9.Chairman of the Board: There shall be a Chairman of the Board elected by the Board of Directors. The term of the Chairman shall be two years, from November 1st to October 31st of second year of the term served. The Chairman of the Board shall preside at the annual meeting and all Board of Directors meetings. The Chairman shall oversee and coordinate the President’s arrangement as the local host for the annual meeting.

10.Meeting of the Board: The first meeting of each newly elected Board of Directors shall be held during the annual meeting of the Association. The special meetings of the Board of Directors shall be held upon the notice given to the Directors two weeks prior to the meeting. The majority of the Directors present, whether or not a quorum is present may adjourn any meeting to another time and place.

11.Action by Board of Directors without meeting: The Board may take any required or permitted action without a meeting if all the members of the Board resolution authorizing the action. The resolution and the written consent thereto shall be filed with the minutes of the proceedings of the Board.

12.Committees of the Board: The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among the members of the Association several standing committees. Each consisting of at least one Director as Chairman and each of which to the extent provided in such resolution shall have the authority of the Board, except as to matters prohibited by Section 712 of the Not-For-Profit Corporation Law. The standing committee may include but not limited to the following:

(1)Membership Committee;
(2)Fundraising Committee;
(3)Scholarship Committee;
(4)Website Committee;
(5)Public Relation Committee; and
(6)Nomination Committee.

Each Committee Chairman is responsible for selecting Committee members and reporting to the Board of Directors for approval. Special regulation governing committee affairs shall be approved by the Board of Directors. The Chairman of the Committee, except the Nomination Committee, shall be appointed by the Chairman of the Board with the approval of the Board of Directors. The Nomination Committee shall be comprised of the current President of the Association as the Chairman, the President-elect, and the senior Vice President. The Committee is responsible for nominating the new Board of Directors before the Annual Meeting.

13.Compensation of Directors: Directors, Officers, and Committee members shall not receive any salary for their services.

14.Contracts or other transactions: No contract or other transaction between this Association and one or more of its Directors, Officers, or members having financial interest in this Association shall be either void or violable for this reason alone. However, the contract of any other transaction to be valid shall require the approval or a majority of the members of the Board, excluding the interested Director or Directors’ vote or votes but including such in determining the majority.


1.Officers: The Officers of the Association shall consist the President, the President-elect, up to two Vice Presidents, the Secretary, and the Treasurer. Only active members can serve as Officers of the Association. The President must be a Director. The address of the President should coincide with the location of the future meetings during his expected term as President of the Association.

2.Election and terms of office: The Chairman of the Board with approval of the Board of Directors appoints the President, the President-elect, the Secretary, and the Treasurer. The President with approval of the Board of Directors appoints the Vice Presidents. All Officers shall hold office for a term of one year, from January 1st through December 31st.

3.President: The President shall be an official member of all standing committees and shall, in general, supervise, manage, and control all of the business and affairs of the Association, subject to the control of the Board of Directors. He/she shall have the power to sign and execute all contracts, documents, and instruments of conveyance in the name of the Association, to sign checks, drafts, notes and orders for the payment of money, and to appoint and discharge agents and employees, subject to the approval of the Board of Directors. He/she shall perform all the duties usually incident to the office of the President.

4.President-elect: The President-elect shall be the intended successor of the current President but still subject to approval by the Board of Directors before serving as President.

5.Vice Presidents: The Vice Presidents shall be assistants to President to perform all the duties.

6.Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors, and unless otherwise directed, the minutes of all meetings of committees shall be kept in books provided for that purpose. The Secretary shall give or cause to be given notice of all meetings to Directors and all other notices required by law or by these by-laws, and in case of his/her absence or refusal to do so, any such notice may be given by any person so directed by the President or by the Directors upon whose requisition the meeting is called. The Secretary shall have the custody of the seal of the Association and affix the same to all instruments requiring it when authorized by the Directors or the President and attest the same. The Secretary shall, in general, perform all the duties incident to the office of the Secretary.

7.Treasurer: The Treasurer shall have custody of all funds, securities, evidence of indebtedness, and other valuable documents of the Association, when necessary or proper he/she endorse on behalf of the Association for collection, checks, notes, and other obligations and shall deposit the same to the credit of the Association in such bank/banks or depository, as the Board of Directors may designate and shall receive and give or cause to be given receipts and acquaintances for moneys paid in the account of the Association and shall pay out of the funds on hand all just debts of the Association of whatever nature upon maturity of the Same. The Treasurer shall enter or cause to be entered in books of the Association to be kept for that purpose full and accurate accounts of all moneys received and paid out on account of the Association, and whenever required by the President or the Directors, he/she render a statement of his/her accounts and keep or cause to be kept such other books as will show a true account of the expenses, losses, gains, assets, and liabilities of the Association; he/she shall at all reasonable time exhibit his/her books and account to any Director of the Association during business hours; he/she shall sign all checks on behalf of the Association upon any and all of its bank accounts. All checks, however, shall bear the countersignature of the President. The Treasurer shall file and preserve all vouchers and shall execute and file with the Board of Directors a bond conditioned upon the faithful performance of his/her duties, as treasurer, in any amount fixed by the Board of Directors.

8.Removal of Officers: Any appointed Officers may be removed by a two-thirds vote of the Board of Directors with or without cause.

9. Compensation of Officers: Any appointed Officers shall not receive any salary for their services.

10.Restriction on activities of Officers/Committees: No Committee, Officer, or member of the Association shall initiate, foster, or carry on any kind or manner of activity, which may commit the Association to a policy, measure, attitude, or expenses until the project or work shall have been studied and approved by the Board of Directors.

11. Pledge of credit: No Officers or agent of the Association shall pledge the credit of the Association for any sum of money without the express authority, by resolution, of the Board of Directors. This section shall not apply to the Board of Directors in the exercise of duties conferred upon them by these by-laws.


1.Corporate seal: The Corporate Seal, if any, shall be in such form, as the Board of Directors shall prescribe.

2.Fiscal year: The fiscal year of the Association shall be the calendar year, but shall be subject to change by the Board of Directors.

3.Construction: If there is found to be any conflict between these by-laws and any provision in the Association’s Certificate of Incorporation, the Certificate of Incorporation shall prevail.

4.Amendments: All members entitled to vote in the election of the Board of Directors or the Board of Directors upon compliance with any statutory requisite may amend or repeal these by-laws and may adopt new by-laws upon the vote of two-thirds of those entitled to vote; except that the Directors may not amend, repeal, or adopt any by-laws the statutory control of which is vested exclusively in the said members or in the incorporators. Subject to the foregoing, by-laws adopted by the incorporators, members, or Directors may be amended or repealed by the members of Directors whenever the need arises.

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