The objects of the Association shall be to promote information exchange and networking among university and college professors of Chinese origin in Manitoba; to facilitate exchange and collaboration in research and education with institutions in China; and to promote cultural exchange between Canada and China.

The head office of the Association shall be situated in the place or municipality and the province specified in the Letters Patent, at such address as the board may, by resolution, determine. Subject to the Act, the Association may, by a bylaw, change the place or municipality and the province in which the registered office of the Association shall be situated. A copy of the bylaw approved by two-thirds (2/3) of the votes cast in favour of the bylaw shall be filed with the Minister.

Membership in the Association shall be limited to persons interested in furthering the objects of the Association and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the Association.

Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.

A candidate for admission to membership shall be a person of Chinese origin with an academic appointment at a college or university in Manitoba. The academic appointment includes Professor; Associate Professor; Assistant Professor; Retired Professor; Instructor; Lecturer; Librarian; or Adjunct Professor.

The annual or any other general meeting of the members shall be held at the head office of the Association or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.

At every annual meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the Association. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 10% of the voting rights. Fifteen (15) members present in person at a meeting will constitute a quorum.

Fourteen (14) days’ written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if the member has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the Association.

A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by these bylaws.

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his/her last address recorded on the books of the Association.

The property and business of the Association shall be managed by a board of directors, comprised of a minimum of five (5) directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members of the Association.

The applicants for incorporation shall become the first directors of the Association whose term of office on the board of directors shall continue until their successors are elected.

The office of director shall be automatically vacated:
a. if at a special general meeting of members, a resolution is passed by twothirds (2/3) of the votes cast in favour of the removal of the director;
b. if a director has resigned his/her office by delivering a written resignation to the secretary of the Association;
c. if he/she is found by a court to be of unsound mind;
d. on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the Association.

Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Association shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

The officers of the Association shall consist of President, President-Elect, Past- President, Secretary, Treasurer, and any such other officers as the board of directors may by bylaw determine.

The President-Elect shall be elected by the voting members at the annual meeting of members and assume the presidency one year after election. Other officers of the Association shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

Officers shall be subject to removal by a two-third (2/3) majority vote at an annual meeting of members, or at a special meeting of members called for that purpose.

The President shall be the chief executive officer of the Association, preside at all meetings of the Association and of the board of directors. He or she shall have the general and active management of the affairs of the Association. He or she shall see that all orders and resolutions of the board of directors are carried into effect.

The President-Elect shall assist the President, formulate plans for his/her presidency, and succeed the presidency during the annual meeting one year after election. The President-Elect shall perform the duties of the President in the President's absence.

The Secretary shall keep the minutes of all meetings of the Association, maintain membership records, update the Association's directory and perform all other duties pertaining to the office of the Secretary. The Secretary shall be responsible for the Association's newsletters, and other publications. The secretary shall be the custodian of the seal of the Association and be responsible for certifying documents issued by the Association.

The Treasurer shall collect all membership dues, forward all membership application/correction forms and delinquent member's list to the Secretary for followup, keep accounting records, and supervise over funds, securities, receipts, and disbursements of the Association subject to the power and duties conferred upon him/her by the board of directors.

Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing.

There shall be a Nomination Committee consisting of the immediate Past-President as Chair, the President-Elect, and three members appointed by the President from the membership.

Nomination Committee shall solicit potential candidates from the membership for President-Elect and directors. After reviewing each candidate's qualifications, the Nomination Committee shall prepare a slate of one (1) to three (3) candidates for each position with the ballot form, and voting instructions for the annual election at least one month before the annual meeting of members.

The annual dues shall not be more than the maximum amount designated in these bylaws. Any changes in the schedule of maximum fees shall be approved by the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of members

The board of directors may temporarily excuse from payment of annual dues any member who, for ill health or any other good reason, is unable to pay such fees.

The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the Association for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

In the event of dissolution of the Association, all its remaining assets, after payment of its liabilities, shall be distributed to one or more recognized charitable organizations in Canada.

The bylaws of the Association not embodied in the Letters Patent may be repealed or amended by bylaw, or a new bylaw relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the bylaw at a meeting of members duly called for the purpose of considering the said bylaw, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.