By-Laws, Minutes, & Reports

Asian Studies Development Program Alumni Chapter of the East-West Center By-Laws

As Amended 6 March 2020

ARTICLE I - NAME

The name of this organization is the Asian Studies Development Program (ASDP) Alumni Chapter of the East-West Center (EWC).

ARTICLE II - OBJECTIVES

This ASDP Alumni Chapter (EWC) is formed to bring together in an organized manner the efforts of the Asian Studies Development Program to support the goals of the East-West Center in promoting a better understanding and good relations among the peoples of the Asian/Pacific/U.S. region. The ASDP Alumni Chapter (EWC) cooperates with the East-West Center Association (EWCA) Executive Board and the Alumni Association Office to promote the interest and welfare of the East- West Center and the Association network and to encourage and coordinate activities of these alumni through educational conferences, workshops, and professional publications.

ARTICLE III - MEMBERSHIP

Section 1. This ASDP Alumni Chapter (EWC) shall be open to all persons who are alumni of any educational programs offered or sponsored by the ASDP of the East-West Center, including all EWC staff, who are and have been involved in ASDP programs.

Section 2. Individuals who support the mission of the ASDP Alumni Chapter (EWC) and/or have participated in any of the ASDP activities may be designated as Associate Members of the Chapter. The Chapter may submit names of Associate Members to the Alumni Office for full recognition as Associate Members of the EWCA. Associate Members do not have the right to vote or hold elective office in the Chapter.

Section 3. The Board of Directors may bestow honorary ASDP Alumni Chapter (EWC) membership on distinguished individuals who support the goals of the ASDP Alumni Chapter (EWC) of the East- West Center. Honorary members do not have the right to vote or hold elective office in the ASDP Alumni Chapter (EWC).

ARTICLE IV - MEETINGS

Section 1. Membership meetings shall be held at least annually and at more frequent intervals as the Board of Directors shall deem proper. The annual meeting shall be held during the annual conference of the ASDP Alumni Chapter (EWC).

Section 2. The ASDP Alumni Chapter of the EWC shall be represented, at the EWCA International Conferences and other special meetings, by the President of the ASDP Alumni Chapter (EWC). If the President cannot attend, the Board shall select an alternate.

ARTICLE V - BOARD AND OFFICERS

Section 1. Each member of the ASDP Alumni Chapter (EWC) Board of Directors must be a member of the East-West Center Association.

Section 2. The ASDP Alumni Chapter (EWC) Board of Directors shall consist of seven (7) elected members and four (4) non-elected members. Elected members include the President, Vice-President, Secretary, Treasurer, and three (3) Members-at-Large.

The non-elected members shall include one representative from the ASDP East-West Center, ASDP Alumni Chapter Information Liaison, and the Past President. Non-elected members shall not have voting rights, and will not be term-limited, except for the Past- President, who shall serve in an advisory capacity for one year following the term of President.

Section 3. The ASDP Alumni Chapter (EWC) Board of Directors shall determine all policies and progress of the ASDP Alumni Chapter (EWC) and shall meet upon the call of the President, or by request of the Executive Board of the EWCA, or the Alumni Officer (i.e. the EWC Representative to the Board of Directors).

Section 4. The members of the ASDP Alumni Chapter (EWC) Board shall be elected by a majority of those members voting.

Section 5. The call for nominations to fill any vacancies on the Board will be made by 15 April. Candidates will be posted electronically for review by 1 May, with elections to begin no later than 15 May. Voting will be open for 7 (seven) business days and shall be conducted electronically. Once the results of the elections have been announced, the person elected will take office immediately.

Section 6. Terms of office for the Board of Directors of the ASDP Alumni Chapter (EWC) Board shall consist of the following elected and non-elected members: Past-President (1-year term), President (2-year term), Vice President/President-Elect (2-year term), Secretary (5-year term), Treasurer (5-year term), and three (3) At-Large Members (3-year term).

The Past President will serve for one (1) year on the Board of Directors as a non-voting advisor.

The Vice-President shall also concurrently hold the office of President-Elect. Upon the conclusion of their 2-year term as Vice-President, they will immediately assume the role as the President for an additional 2-year term. Should the President-Elect be unable to transition to the role of President, the Board of Directors will call for an election for an interim President to serve a 2-year term.

Section 7. Board members may be elected for two full consecutive terms to the same position.

ARTICLE VI - ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Section 1. The President is the chief administrative officer of the ASDP Alumni Chapter (EWC) and presides over the Board of Directors. The President, working in conjunction with the Board of Directors, shall establish whatever committees are deemed necessary for the proper functioning of the ASDP Alumni Chapter (EWC).

Section 2. The ASDP Alumni Chapter (EWC) Board of Directors shall hold at least one (1) regular meeting per year at the ASDP National Conference. The President may call the time and place of the meetings with approval of the majority of the members of the Board of Directors.

Section 3. Members of the Board of Directors should plan to attend the National Conference meeting. In the event that a member of the Board of Directors is unable to attend the National Conference, they shall appoint a proxy to vote in their place. The proxy shall be a member of the East-West Center Association and the ASDP Alumni Chapter (EWC). If a Board Member misses two consecutive meetings, he/she

forfeits his/her place on the Board of Directors.

Section 4. A majority of the Board of Directors may request a special meeting of the Board by written request to the President.

Section 5. A majority of the Board constitutes a quorum, and an act of the majority of the members present at a meeting, at which a quorum is present, shall constitute the action of the Board of Directors.

Section 6. The ASDP Alumni Chapter (EWC) Board of Directors shall have full power to fill all vacancies between regular elections.

Section 7. Officers of the Board of Directors may be removed if a quorum, majority of those present and voting, of the Board of Directors agrees that the officer is no longer able to fulfill his/her duties. The ASDP Alumni Chapter (EWC)’s President shall appoint a replacement officer for that officer's remaining term. In the event the President can no longer fulfill his/her duties, the Vice President will become President and appoint a replacement for the Vice President from one of the three at-large members. The President will then appoint a new at-large member by soliciting nominations from remaining board members including the newly appointed Vice President. The alumni will be notified electronically of these changes.

Section 8. The ASDP Alumni Chapter Board will take responsibility to identify the leadership to organize the national conference meeting every other year.

Section 9.

a. The office of Treasurer of the ASDP Alumni Chapter (EWC) is responsible for handling the financial matters of the non-profit organization. They have the authority to write checks, make deposits, and are required to provide a financial report to the Board of Directors each year at the annual meeting. The Treasurer shall be authorized to endorse all financial instruments up to a value of $100 with their sole signature excepting those instruments for deposit only to the account(s) of the ASDP Alumni Chapter (EWC) which shall have no upper limit in value.

b. The Treasurer, in consultation with the President, is also responsible for annually filing all appropriate documentation with the IRS (or state agency), not limited to IRS File Form 990, as well as filing any necessary documentation to maintain the non-profit status of the organization.

c. The President of the ASDP Alumni Chapter (EWC) shall also be a named officer on any banking documentation required to open or close any account used by the organization. In the absence of the Treasurer, the President of the ASDP Alumni Association shall be authorized to write checks, make deposits, or conduct other financial matters until a replacement for the Treasurer is announced according to

the rules laid out in Article VI, Sections 6 and 7 of the by-laws. The President’s signature shall be required as a secondary endorsement on all financial instruments over $100 value that are not for deposit only to the account(s) of the ASDP Alumni Chapter (EWC). Any financial matters conducted by the President shall be reported to the Treasurer within 30 days.

d. Any conflicts of interest involving the finances of the ASDP Alumni Associate (EWC) shall be reported to the Board of Directors within 5 (five) business days of such a conflict occurring. A quorum of the Board of Directors shall have the sole discretionary authority to resolve any conflicts of interest that may arise. Failure to report or resolve a conflict of interest shall result in Article VI, Section 7 of the by-laws being enacted by the President or the Vice-President as appropriate.

ARTICLE VII - DUES

Section 1. The ASDP Alumni Chapter (EWC) is authorized to collect $10 dues from conference registration fees each year. A request will also be sent out annually to all ASDP Alumni members to pay their annual dues of $10. These funds will go into the general treasury of the ASDP Alumni Chapter (EWC). The Treasurer, in consultation with the Board of Directors, will ensure that dues’ notices are sent out annually.

Section 2. The ASDP Alumni Chapter (EWC) Board of Directors will vote annually on any significant distribution of the treasury funds at the ASDP National Conference, or through email consultation and consensus throughout the year. Any sums less than $1000 (one thousand dollars) will be disbursed according to Article VI, Section 9 by the Treasurer and/or President of the ASDP Alumni Chapter (EWC).

ARTICLE VIII - AMENDMENTS

The By-Laws may be amended by a majority vote of those voting members present at the Annual ASDP Alumni Chapter Meeting. The Board of Directors must notify the membership by electronic mail at least thirty (30) days before the Annual Meeting of any proposed changes in the By-Laws.

ARTICLE IX - DISSOLUTION

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.



Meeting Minutes

Treasurer's Report