BYLAWS OF THE
TAIWANESE AMERICAN PROFESSIONALS SOCIETY (TAPS)
Section 1. Name
The name of the organization shall be the Taiwanese American Professionals – Seattle (TAP-Seattle) (TAPS), hereinafter the ‘Association’.
Section 2. Location
The headquarter of the Association is located in Seattle, Washington.
Section 3. Status
The Association is affiliated with the Taiwanese American Citizens League, a 501(c) non-profit corporation.
The purposes of the Association are as follows:
- (1) TAPS is a 501(c) not-for-profit organization providing networking opportunities, engaging in community service, and fostering social interaction among young Taiwanese and Asian American professionals; and
- (2) Any other purposes which are proper.
The three decision making bodies for the Association are:
- (1) The Association General Meeting, hereinafter the ‘General Meeting’;
- (2) The Association Board of Directors, hereinafter the ‘Board’;
- (3) The Association Committee Meeting, hereinafter the ‘Committee Meeting’;
Section 1. General
There is only one kind of membership, general membership.
Section 2. Eligibility for Membership
Any individual interested in the Taiwanese and Asian American community, is eligible for general membership of the Association.
Section 1. Obligations
- (1) Each general member shall obey these Bylaws.
- (2) Each general member shall comply with all decisions made at the meetings by the Association.
Section 2. Rights
- (1) Each general member may participate in all activities and enjoy all services provided by the Association, unless the Board or the Association imposes some restrictions.
- (2) Each general member shall have rights to nominate, to vote, to impeach, and to make motions of suggestions for review to the Association.
- (3) Only general members who are active in one of the Committees are eligible for nomination to the Board.
- (4) Only member with a completion of one or more years of service on the Board shall be eligible for nomination to represent the Association on a regional or national board, if any.
- (1) General Meetings shall be called for by the President(s) and held at least once a year. A special General Meeting may also be called through a written petition submitted by two-thirds of the Board or one-third of the general members.
- (2) At least one-third of the Association members with general membership must be present in person or by written proxy to constitute a quorum; if no quorum is reached, 2/3 of the board member present at the General Meeting can validate the quorum.
- (3) A majority of the votes at the meeting shall be required to approve any decision. Only general members may vote at the General Meeting.
- (4) A written notice of date, time, place, the purpose, and the nature of the meetings must be delivered to all members with general membership no less than fifteen (15) days before the meeting. Mailing of the notice to the members’ home or e-mail addresses on the Association membership list shall be considered delivery.
- (5) The annually required General Meeting shall be held before Oct 1st for the purpose of transacting business as may be brought before the meeting.
- (6) One annual General Meeting shall be for the election of Association board members and votes on any motions (See Election section below).
Section 1. Description
- (1) The term of each Board session shall be one year.
- (2) The Board consists of both elected Board members and designated Board members.
- (3) The total number of elected Board members in each Board session shall be determined by the current Board. The total number of elected Board members shall be at least five (5) members.
- (4) Each Board member has one vote.
- (5) The Board members of a new session may elect from among elected Board members the following Officers:
- a. President(s)
- b. Treasurer(s)
- c. Community Service/Scholarship Committee Chair(s)
- d. Social Committee Chair(s)
- e. Membership/PR Committee Chair(s)
- (6) The board member who receives the largest number of votes for a particular officer position is elected to that position. In case of a tied vote, the board should re-cast votes until a candidate emerge with the highest number of votes.
- (7) All Officers are to serve the entire term of the session.
- (8) The President(s) may designate, with the approval of the Board:
- a. Secretary;
- b. Ad-hoc Committee Chair(s);
- c. Ad-hoc Project Lead(s)
- (9) Designated Board members’ term is determined by the elected Board members.
Section 2. Function
- 1) At least one-half of the Board members shall be present to constitute a quorum for a Board meeting. Except where explicitly specified otherwise, a majority of the Board members present is required to approve Board decisions.
- 2) The President(s) shall represent the Association to the general public.
- 3) The President(s) shall call and preside over regular Board meetings. The President(s) may call for special Board meetings as needed.
- 4) The President(s) shall implement all decisions made by the General Meetings or by the Board.
- 5) The Board members shall in general assist the President(s) in discharging responsibility. The Board members shall elect amongst them within thirty (30) days person(s) to serve as the Acting President(s) if the President(s) is temporarily unable to serve or unable to complete his or her term. The Acting President shall have the full authority and responsibility of the President.
- 6) Board members, with at least one-half of the Board members’ consenting, may call special Board meetings.
Section 3. Duties
The duties of the Board are as follows:
- (1) To recruit general members for the Association;
- (2) To set operating policies for the Association;
- (3) To approved proposed annual operating budget and financial plan;
- (4) To implement all provisions of the Bylaws and to transact general business of the Association;
- (5) To protect the Association’s reputation and assets;
- (6) To plan and to oversee the Association’s activities;
- (7) To appoint and/or to remove Honorary Advisors.
Section 4. Terms of the Board Members
- 1) The term of all elected Board members and Officers is one year, commencing on October 1st and ending on September 30th of the following year.
Section 5. Eligibility
- (1) Only general members who participate in one of the Committees are eligible to be nominated as a Board member. The Association Board has full power to confirm or deny nominations. The Board may not unlawfully discriminate on the basis of race, ethnicity, national origin, gender, sexual orientation or age.
- (2) An elected Board member is not eligible to be elected President in the Board session immediately after serving as the President for two consecutive Board sessions. The calculation of this restriction should not include the session in which the concerned Board member started serving as the President after half of the term had passed.
Section 6. Election
- (1) The Association shall complete its elections of Board members by September 1st every year.
- (2) The current President shall call a meeting of new Board members of the next Board session to elect the new Officers (e.g., President(s), Treasurer(s), Committee Chair(s)) before Oct 1st of each Board session. A majority of new Board shall constitute a quorum.
- (3) The new President(s) shall designate the Secretary and obtain Board approval for the appointments by November 30th in the first year of each Board session.
Section 7. Impeachment
- (1) The Board members, including the President(s), may be impeached for willful misconduct or gross negligence resulting in violations of these Bylaws, the spirit of the Association, or the laws of the United States of America. At least one-third of the Board members must sign a petition for the impeachment of a Board member.
- (2) The President(s) shall call for a Board meeting after receiving the petition for impeachment.
- (3) If two-thirds of the general members in attendance agree to the motion of impeachment, the recall action shall be taken immediately, and the Board shall notify the general membership and regional board, if any.
Section 8. Replacement of Board Members
- (1) When an elected Board member cannot continue the term, the Board can designate a new Board member with 2/3 board member vote to fill the vacancy within 30 days.
- (2) The new Board member only serves the remainder of the term vacated by the original Board member.
Section 1. Description
- (1) Each Committee consists of Committee Chair(s) and Committee members.
- (2) The total number of Committee Chair(s) in each Board session shall be determined by the current Board. The total number of Committee members is determined by Committee Chair(s).
- (3) Committee members serve at the pleasure of the Committee Chair(s).
Section 2. Function
- 1) Each Committee Chair(s) work with Committee members to make recommendations and motions to the Board of the Association.
- 2) Each Committee shall submit at the beginning of the session an annual budget request.
- 3) The Committee Chair(s) and their members shall work in the interest of the Association.
- 4) The Board can elect by majority a replacement Committee Chair in case a Committee Chair is temporarily unable to serve or unable to complete his or her term. The Acting Committee Chair shall have the full authority and responsibility of the Committee Chair position.
Section 3. Duties
The duties of the Committee members are as follows:
- (1) Attend Committee Meetings
- (2) Support and work with Officers for the good of the Association;
- (3) Make recommendations to the Officers of the Association;
- (4) To protect the Association’s reputation and assets;
Section 4. Eligibility
- (1) All general members are eligible to be Committee members.
ADVISORY BOARD, HONORARY ADVISORS AND AD-HOC COMMITTEES
- (1) The Board shall have the power to appoint honorary advisors, form advisory board and ad-hoc committees when it is deemed necessary or advisable to perform the functions and activities of this Association.
- (2) The President(s) may appoint ad-hoc Committee Chair(s) with the advice and majority approval of the Board.
- (3) The immediate past President(s) of the Association shall serve one (1) year in the advisory board, not to be considered as a Board member, and participate in the Board meetings in person or by electronic means.
- (4) The current President(s) may appoint up to five (5) of the past President(s) of the Association and other distinguished individuals to the advisory board for one (1) year with the consent of the Board.
- (5) The President(s) or Board may invite distinguished individuals to serve as Honorary Advisors with full consent of the Board. Honorary Advisors are not a functional part of the advisory board. The majority consent of the Board is required for removal of any Honorary Advisor.
- (1) Amendments to the Bylaws shall be reviewed at the General Meetings.
- (2) All proposed amendments must originated from the Board or from a written petition with at least five percent (5%) of the total general members. The petition shall be submitted by certified mail to the Board for initial review no less than thirty (30) days prior to the scheduled General Meeting.
- (3) The Board shall send the proposed amendments to the general members at least fifteen (15) days prior to the General Meeting.
- (4) The affirmative votes of two-thirds of the general members present at the General Meeting shall be required for adoption of the proposed amendments.
- (5) The Board shall revise the Bylaws to adopt any amendments within thirty (30) days after the General Meeting.
Steps of Annual Election:
- General Members nominate candidates
- Current board confirm eligibility of candidates by simple majority
- General Members vote to elect Association Board Members
- Elected Board Members elect from amongst themselves Officers