CONSTITUTION AND BYLAWS OF

ASSOCIATION OF CHINESE-AMERICAN ENGINEERS AND SCIENTISTS OF NEW MEXICO

A NEW MEXICO NONPROFIT CORPORATION

ARTICLE I – Name, Address and Purposes

Sec. 1. The name of the organization shall be Association of Chinese-American Engineers and Scientists of New Mexico (ACES-NM), designated hereafter as the Association.

Sec 2. The address of the Association shall be that of its incumbent President unless otherwise designated by the Board of Directors.

Sec 3. The association is a non-profit organization. The purposes of the Association are: (1) to promote professional development and interactions of its members. (2) to help its members in employment opportunities by providing information and support, and (3) to promote interest and to enhance development of science and technology in the schools and community.

Sec 4. The association does not contemplate pecuniary gain and profit to the member thereof. The funds of the association, whether received by gift or otherwise and regardless of the source thereof, shall be used exclusively for the purpose set forth above.

Sec 5. No part of its net earnings will insure to the benefit of any directors, officers, or members and that it is not organized for profit or to engage in an activity ordinarily carried on for profit.

ARTICLE II – Membership

Sec 1. The membership of the Association shall consist of Members and Student Members.

Sec 2. Members and Student Members shall be equally entitled to all privileges of the Association with the exception that only members shall be eligible to be elected to the Board of Directors.

Sec 3. A Member shall be a person who sincerely desires to promote the objectives of the Association.

Sec 4. A student Member shall be a person who is currently enrolled in a graduate or undergraduate school.

Sec 5. Membership may be terminated if the member has failed in a material degree to observe the rules of the Association, or has engaged in conduct which seriously conflicts with the objectives and interests of the Association. The Board of Directors shall determine whether the membership is to be terminated and shall proceed the termination hereafter.

ARTICLE III – Membership Dues

Sec 1. Annual dues shall be established by the Board of Directors.

ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS

Sec 1. Officers and Directors of the Board of the Association must have been a member of good standing for at least one year.

Sec 2. The Board of Directors shall consist of nine elected Directors.

Sec 3. The Officers of the Association shall consist of a President, a Vice President, a Treasurer, and a Secretary. The Officers shall be elected by the Directors among themselves.

Sec 4. The terms of the elected Directors shall be three years with one third of directors to be elected annually. The terms of the officers shall be one year and no individual shall hold the Office of Presidency for more than two consecutive terms.

Sec 5. In the event of a vacancy occurring in any office, the Board of Directors shall elect a new officer to serve out the term.

Sec 6. An Affirmation vote of two-thirds of the entire Board of Directors or a simple majority of the membership at large is required to remove a Director or an Officer.

ARTICLE V — Government

Sec 1. The government of the Association shall be vested in the Members. The membership shall establish policies for the operation of the Association in conformity with the provisions of this Bylaw.

Sec 2. The Board of Directors shall function between meetings of the membership at large and shall be responsible to the membership at large.

ARTICLE VI — Meeting

Sec 1. The Association shall hold an Annual Meeting and may convene additional meetings, conferences and seminars as the Board of Directors deem necessary. The President or the designee shall preside and conduct all meetings.

Sec 2. A simple majority of the voting power shall constitute a quorum.

Sec 3. Annual reports shall be submitted to the state and federal governments when required.

ARTICLE VII — Committees

Sec 1. Various standings and technical committees may be established to carry out functions and activities approved by the Board of Directors.

Sec 2. Each committee shall be headed by a Chairperson nominated by the President and approved by the Board of Directors.

Sec 3. Each committee shall consist of members appointed by the President in conjunction with the Committee Chairperson.

Sec 4. Committee shall be responsible to the Board of Directors.

Sec 5. The expiration of a committee shall coincide with the term of the appointing President. Such a committee may be reappointed by the succeeding President.

ARTICLE VIII – Election of Directors

Sec 1. A nomination committee consisting of three (3) members shall be appointed by the President prior to election. The slate of nominees proposed by the nomination committee shall be presented at the annual election. Other candidates can also be nominated by at least 2 voting members at large.

Sec 2. Election of new members of Board of Directors shall be held at the Annual Meeting.

Sec 3. The newly elected Board of Director members shall start their term immediately following the Annual Meeting.

ARTICLE IX – Amendment

Sec 1. Proposals to amend this bylaw may be made by the Board of Directors via a petition signed by at least ten (10) members.

Sec 2. An affirmation vote of two-thirds of all Directors and the majority of voting members shall be required for the adoption of any amendment to this Bylaw.

Sec 3. Amendments adopted shall take effect immediately unless otherwise indicated in the amendment.

ARTICLE X

Sec 1. The association is organized exclusively for charitable, educational, engineering, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Sec 2. No part of the net earnings of the association shall incur to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Sec 3. Upon the dissolution of the association, assets shall be distributed for one or more exempt purposes within the meaning of section 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. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the association is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.