American China Manufacturers & Exporters Association

Bylaws

A. NAME OF ORGANIZATION

The official name of the organization shall be;

AMERICAN CHINA MANUFACTURERS & EXPORTERS ASSOCIATION

The principal office of the American China Manufacturers & Exporters Association ("Association") shall be located in the State of California, with other offices at such other locations as may be determined by the Board of Trustees.

B. PURPOSE

The purpose of the corporation is to pursue the charitable public purpose of forming a Association of reputable China manufacturers and exporters, to improve trade between China and North America by providing accurate and reliable information on manufacturers in China, to provide information on current news of manufacturers in China as well as business trends of Chinese manufacturers, to compile a database of credible and reliable China exporters and suppliers for different industries, and to assist companies in North America to by providing information related to China outsourcing tips, all with the intent to advance Association's comprehensive understanding of organizing and managing both tangible and intangible wealth, and to propagate and advance, through such media and methods as the trustees shall approve, such understanding among both members of American China Manufacturers & Exporters Association and the public.

C. TYPE OF ORGANIZATION, FISCAL YEAR AND VOTING MEMBERS

1. The Association is a non-profit corporation, incorporated under the laws of California, to pursue the charitable public purpose of forming a Association of China manufacturers and exporters to operate in its own name and as the American China Manufacturers & Exporters Association.

2. The fiscal year of The Association shall follow the calendar year.

3. Voting members of the Association shall be only those from the Active Members lists, in good standing.

4. The accounts of the Association shall be audited annually by a certified public accountant who shall be approved by the Board of Trustees.

D. LOCAL AFFILIATES

All local affiliates (i.e., local organizations of Association membership) shall exist under the sanction of the Board of Trustees by virtue of a charter issued by the Board of Trustees. The Board of Trustees or designee shall establish minimum standards for local organizations. The Association shall bear no responsibility, financial or otherwise, for actions taken by a local organization or such organization's representatives.

E. INDEMNIFICATION

Unless otherwise prohibited by law, the Association shall indemnify any director, officer, any former director or officer, and may, by resolution of the Board of Trustees, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him or her, imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Association for damages arising out of his or her own negligence or misconduct in the performance of a duty to the Association.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director, Officer, or employee. The Association may advance expenses to, or when appropriate, may itself, at its expense, undertake the defense of, any Director, Officer or employee; provided, however, that such Director, Officer or employee shall undertake to repay or to reimburse such expense if it should be ultimately be determined that he is not entitled to indemnification under this Article.

The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from any acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such Director, Officer or employee may be entitled under any statute, by-law, agreement, vote of the Board of Trustees, or otherwise and shall not restrict power of the Association to make any indemnification permitted by law.

The Board Trustees may authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person's status as a Director, Officer, employee, or agent or out of acts taken in such capacity, whether or not the Association would have the power to indemnify the person against that liability under law. If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected.

F. BOARD OF TRUSTEES

The original incorporators shall constitute the initial Board of Trustees and the initial officers. The officers of the corporation shall have charge of the preparation and conduct of all training courses, meetings and conventions undertaken or participated in by the Association, acting within the limitations of the Association policies or endeavors created by vote of the membership. They shall perform such other duties as specifically mentioned in the Constitution and by-laws.

Regular meetings of the Board of Trustees shall be held no less than three (3) times each year at such times and such places as the Board of Trustees or its designee may prescribe. The year shall be the calendar year.

G. ELECTIVE OFFICERS AND THEIR DUTIES

The officers of the Association shall consist of a President (who may also be called the Executive Director), a Vice-President, a Secretary, a Treasurer, and any other officers as may subsequently be determined by the Board of Trustees.

1. THE PRESIDENT

a) The President shall preside at all meetings of the Association;

b) Shall appoint all appointive officers, and standing and special committees of the Association;

c) Shall act as the executive for carrying out programs and policies of the Association;

d) Shall be responsible to the Board of Trustees of the Association;

e) Shall be an ex-officio member of all committees of the Association and

f) Shall be an authorized co-signatory on checks and savings accounts.

2. THE VICE-PRESIDENT

a) Shall perform the duties of the President when that official is absent;

b) Shall perform additional duties as delegated by the President and

c) Shall be an authorized co-signatory on checks and savings accounts.

3. THE SECRETARY

The Secretary shall

a) Properly keep a record of the proceedings of all meetings held by the Association, and shall conduct correspondence as authorized by the Association or its officials;

b) Shall act as the Secretary for the Executive Committee and shall keep correct records of their proceeding;

c) Shall bring before the Association all communications and bills and pass them to the proper Committee or Officer;

d) Shall be an authorized co-signatory on checks and savings accounts.

4. THE TREASURER

The Treasurer shall

a) Receive all funds of the Association and make expenditures of the Association and

b) Shall ensure that all savings accounts and checking accounts of the Association are two-signature accounts;

5. COMPENSATION.

The Association may pay reasonable compensation and reimburse expenditures to directors, officers, employees and agents for any services rendered before or after the formation of the Association if it deems that such services or expenditures were directly for the formation or advancement of the Association.

H. STANDING COMMITTEES AND THEIR DUTIES, MAKE-UP AND TENURE:

1. STANDING COMMITTEES

a) Standing Committees shall be appointed by the President, with the advice of the Executive Committee, from the Active rosters as permitted by the respective Classes of Membership prescribed herein;

b) Committee Members shall be appointed on an annual basis;

c) Committee members shall be replaced upon their resignations or if, in the good-faith opinion of the President, for whatever reason, the member does not or cannot fulfill the duties or obligations to his or her respective Committee.

2. MEMBERSHIP COMMITTEE

a) Shall consist of at least five Active members, with one from each membership class. The Chairman, in addition to having PhA. qualifications, shall be acquainted with the mechanics and traditions of the Association.

b) This committee shall receive membership applications, together with the first year's dues, and be responsible for expeditiously channeling the applications through the stages of processing.

c) This committee shall examine and report upon the qualifications and personal character of each candidate for Active or Associate membership before a ballot can be taken by the Association.

d) The approval of this committee, together with the vote of the Association, will suffice for the election of an applicant for Active or Associate membership.

3. BUILDING AND PROGRAM COMMITTEE

a) This committee shall consist of at least three members appointed annually by the President, with the advice of the Board of Trustees, from the Active and Associate members;

b) The committee shall develop, help organize and supervise the maintenance and improvements of any building, furnishings, and all property of the Association;

c) The committee will report and make recommendations to the Board of Trustees at least twice each year or more often as necessary or as requested by the Board.

d) The elective officers shall constitute the Executive Committee. They shall have charge of the preparation and conduct of all training courses, meetings and conventions undertaken or participated in by the Association, acting within the limitations of the Association policies or voted actions of the membership. They shall perform such other duties as specifically mentioned in the Constitution and by-laws.

I. STATUTORY AGENTS AND THEIR DUTIES

The Board of Trustees shall appoint a statutory agent for the Association as required, and with duties as prescribed, by law. Such agent shall be a member of the Association.

M. GENERAL MEETING

A General Meeting or National Meeting shall be held a the discretion of the Board of Trustees with at least one month's notice prior to all qualified voting members.

1. SPECIAL MEETINGS

A special meeting of the members for consideration of a merger, consolidation or dissolution or when the urgency of the case requires, or upon the written request of thirty percent of the then active members, stating the purpose for the desired meetings, may only be called by a majority vote of the Board of Trustees. Meetings of members may be held at such place, within or without the State of California, and at such hour as may be fixed in the notice of the meeting. Written notice stating the place, day and hour of the meeting and the purpose for which the meeting is called, shall be delivered not less than ten (10) or more than fifty (50) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, or sent by electronic mail or facsimile transmission, addressed to the member at his mailing address, e-mail address, or fax number as provided by the member and as it appears on the record of the Corporation.

2. VOTING RIGHTS

Only individual members in good standing shall have the right to vote at a General Meeting.

3. QUORUM

Fifty percent of paid members plus one in attendance or voting by proxy at a General Meeting will constitute a quorum for the transaction of business.

4. PROXIES

A member may vote at a General Meeting by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

5. PARLIAMENTARY RULES

Robert's Rules of Order will be the guide for all discussions and parliamentary questions in the business meetings of the Association.

N. DISSOLUTION

1. The Association and its membership may be dissolved upon a majority vote of the Board of Trustees and two thirds vote of the membership at a meeting expressly disclosed to be called for the consideration of such issue.

2. In the event that the Association becomes inactive, conducting no business and having no paid-up members, and having had no vote on dissolution for one year after such conditions arose, three or more past officers or trustees may elect to dispose of the property and assets, after all just debts and claims are paid, except that no share of the property or assets shall accrue to any individual members of the Association, past or present.

O. CHANGES AND AMENDMENTS

Except the provisions for Dissolution, these By-Laws may be amended or repealed by approval of the Board of Trustees. Notice of the change shall be included in any correspondence designed for the general membership.