The Association

1. The name of the Association is Association of Chinese Canadian Professors (ACCP).

2. The Association is a non-political, non-profit organization

3. The objects of the Association are:

     a. To facilitate the interaction and collaboration among Chinese Canadian academics in institutions of higher learning in Canada and abroad.

     b. To promote and facilitate communication and cooperation in teaching, learning, knowledge creation and community service between the members of the Association and other related organizations in Canada and abroad.

The Membership

4. Membership of the Association is open to all persons who are currently holding a position as an Assistant, Associate or Full Professor at Canadian universities, institutes and colleges. Membership of the Association shall also be open to the professors abroad and other professionals including, but not limited to, lawyers, medical doctors, research scientists, and accountants in Canada and abroad, but their applications are subject to the approval by the Executive Board.

5. All the memberships shall be granted by a favorable vote passed by a majority of the members at an annual meeting of the Association, and upon payment of the membership fee.

6. Every member has the right under the By-Laws to participate in activities organized by the Association, to elect and be elected to the Executive Board, to inspect the books and records of the Association, and pay the membership fee. The membership fee shall be determined, from time to time, by the members at an annual meeting.

7. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Association until reinstated. Any member upon a majority vote of all members of the Association may be expelled from the membership for any cause that the Association may deem reasonable.

The Executive Board

8. The Association shall be governed by the Executive Board. The Executive Board shall consist of five executive members including the President, Vice-President (General Secretary), Vice-President (Finance), Vice-President (External Affairs), and Vice-President (Internal Affairs).

9. The five members of the Executive Board shall be nominated by the members of the Association and elected by a majority of the voters at a special annual meeting.

10. The President shall be elected from the five executive members by the Executive Board at its first meeting that follows a special meeting at which the members of the Board were elected. The Vice-Presidents shall be appointed among the four remaining members of the Board by the President at the same meeting. The Past President automatically becomes an associate member of the Executive Board to attend the Board Meetings, but has no voting power at such meetings.

11. The term of the Board shall be two years. The President shall only serve one term, but other members of the Board may serve maximal three terms if they are re-elected at a special annual meeting.

12. The Executive Board shall, subject to the By-Laws or directions given by the majority of vote at any meeting properly called and constituted, have full control and management of the affairs of the Association. Meetings of the Board shall be held as often as may be required, but at least once every six months, and shall be called by the President by ten days notice in writing mailed to each member of the Board or by three days notice by fax, telephone or e-mail. A special board meeting may be called on the instructions of any two members of the Board provided they request the President in writing to call such meeting, and state the business to be brought before the meeting.

13. A person elected a member of the Board becomes a member if he/she was present at the meeting when being elected and accepted the appointment. They may also become a member of the Board if they were not present at the meeting but consented in writing to act as a member before the election, or within ten days after the election. Any member of the Board, upon a majority vote of all members in good standing, may be removed from office for any cause that the Association may deem reasonable.

The President

14. The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the Association and of the Board. In his/her absence, the Vice-Presidents in the order as stated in the Section 8 shall preside at any such meetings. In the absence of the President and Vice-Presidents, a chairperson may be elected at the meeting to preside.

The Vice-President (General  Secretary)

15. It shall be the duty of the Vice-President (General Secretary) to attend all meetings of the Association and the Board, and to keep accurate minutes of the same. The Vice-President (General Secretary) Shall have charge of the Seal of the Association which whenever used shall be authenticated by the signature of the Vice-President (General Secretary) and the President, or, in the absence of the President, by one of the Vice-Presidents. In case of the absence of the Vice-President (General Secretary), his/her duties shall be discharged by such officer as may be appointed by the Board.

16. The Vice-President (General Secretary) shall also keep a record of all the members of the Association and their addresses, send all notices of the various meetings as required and collect and receive the annual dues and assessments levied by the Association. Such monies shall be promptly turned over to the Vice-President (Finance) for proper deposit.

The Vice-President (Finance)

17. The Vice-President (Finance) shall receive all monies paid or donated to the Association and be responsible for the deposit of the same in whatever bank, Trust Company, Credit Union or Treasury Branch the Board may order.

18. The Vice-President (Finance) shall properly account for the funds of the Association and keep such books as may be directed. The Vice-President (Finance) shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the annual meeting a statement duly audited of the financial position of the Association and submit a copy of the same to the Vice-President (General Secretary) for the records of the Association.

The Vice-President (External Affairs)

19. The Vice-President (External Affairs) shall manage the external affairs of the Association, have a charge of the correspondence between the Association and other related organizations in Canada and aboard and be under the directions of the President and the Board.

The Vice-President (Internal Affairs)

20. The Vice-President (Internal Affairs) shall manage the activities of the Association and be under the directions of the President and the Board.

Auditing

21. The books, accounts, and records of the Vice-President (General Secretary) and Vice-President (Finance) shall be audited at least once each year by two members of the Association elected for that purpose at the annual meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditors at the annual meeting of the Association. The fiscal year of the Association in each year shall be December 31.

22. The books and records of the Association may be inspected by any member of the Association at the annual meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer having charge of the same. Each member of the Board shall at all times have access to such books and records.

Annual, General and Special Meetings

23. The Association shall hold an Annual Meeting once a year to appover the Annual Report by the President, the Annual Financial Report by the Vice-President (Finance), and new membership of the Association. In addition, a Special Annual Meeting shall be held once every two years to elect the members of the Executive Board that shall serve until the next Special Annual Meeting. Any vacancy occurring between theSpecial Annual Meetings shall be filled at Annual, General or Special Meeting.

24. The Association shall hold General Meetings every year on a regular basis. Under special circumstances, a Special Meeting may be held, as proposed by at least ten percent of the members of the Association or the Board.

25. The Annual, Special Annual, General, and Special Meetings of the Association shall be called by the Vice-President (General Secretary) upon the instructions of the President or the Board by ten days notice in writing to the last known address of each member or by three days notice by fax, telphone or e-mail.

26. Sixty percent of members in good standing shall constitute a quorum at any meeting. The meeting shall adopt a voting system. A member in good standing at the meeting is entitled to one vote. Voting by proxy is not permitted.

Remuneration

27. Unless authorized at an annual meeting of the Association and after notice for the same shall have been given, no officer or member of the Association shall receive any remuneration for his/her services. However, and officer or member shall be reimbursed for the expenses necessarily incurred by him/her while engaged in the affairs of the Association.

Funds

28. The funds of the Association shall come from the membership fees and the donations of its members, other individuals and organizations. All the donations are subject to the approval by the Executive Board.

29. The Association should not borrow money unless a motion is passed by the majority vote of the Association members. The distribution of the funds should be authenticated by a majority vote at the Board meeting. All the financial documents should be signed by the Vice-President (Finance) and the President, or, in the absence of the President, by one of the Vice-Presidents.

By-Laws

30. The By-Laws may be rescinded, altered or added to by a "Special Resolution" upon three quarters vote of all members of the Association at an annual meeting.

Signatures (the ACCP By-Laws Under the Societies Act of the Province of Alberta)

Dated December 9, 2001

Chunhai Hao

Zhenghe Xu

Samuel Shen

Xing-zhen Chen

Jingli Luo

Witness

David Z. Zhu