The name of this nonprofit organization (the “Organization”) shall be “Atlanta Jiangsu Fellowship Association (AJSFA)”. The official seal of the Organization shall be adopted by the Board of Directors and an impression thereof shall be affixed in the margin of this page.

                        This Organization has been organized exclusively for charitable, scientific, cultural, friendship, and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.  The Organization will have all the general powers specified in Section 14-3-302 of the Georgia Nonprofit Corporation Code, including the power to do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes set forth herein which are not forbidden by the laws of the State of Georgia.

                        Section 1.  Number, Authority and Election of Directors.  The property, business and affairs of the Organization shall be managed by a Board of Directors (the “Board”) of not less than five (5) nor more than seven (7) Directors, provided, that the Board of Directors, upon two-thirds of the full board of Directors’ approval, shall have the right from time to time to otherwise fix or change the size of the Board, including to increase the number of Directors above seven (7). Directors, except for the initial Board of Directors, shall be elected by the members, provided that the President of current Board shall have the right to automatically become a Director of the Board of the next term without any further action by the members.  The pass-vote number should be more than the half of the voting members. The members can recommend any candidate for Director to the Nominating Committee, and a member can recommend him/herself to the Nominating Committee. The Nominating Committee is organized and directed by BOD. It comprises 3 persons outside the current BOD. The Nominating Committee is responsible for considering and evaluating all the candidates for membership on the Board of Directors. The BOD nominees should be more than the BOD member number to be elected, unless there are not enough nominees. Upon confirmation with each candidate for his/her nomination, the Nominating Committee shall recommend nominees for election to the Board of Directors at the members’ annual meeting.  The Nominating Committee shall use reasonable effort to send out advance notice about the nominees of Directors as early as possible.  If a nominee is not able to attend the annual meeting in person, he/she may submit a written statement or resume about him/herself to the Board and designate a representative or the Secretary of the Organization to present such statement or resume at the annual meeting, otherwise the Secretary of the Organization shall make an oral introduction of such nominee at the annual meeting.  Each Director shall be elected for a one year term and until his or her successor is duly elected and qualified, or, if earlier, until his or her death, resignation or removal.  A Director (including President) may serve no more than three consecutive terms of office.  The President may serve no more than two consecutive term of office. On election, the Nominating Committee becomes an Election Committee without the Current BOD. After election, this committee is dismissed.

                        Section 2.  Compensation of Directors.  Directors of the Organization shall receive no compensation for their services as Directors.

            Section 3.  Regular Meetings.  Regular meetings of the Board shall be held at least once every three months, on such dates as shall from time to time be determined by the President or the Secretary, or as shall be specified or fixed in the respective notices or waivers of notice thereof.  The Board may invite members to attend the regular meetings of the Board, provided that such invited members shall have no right to vote at such regular meetings.  The Board may transact any business that comes before it at any meeting.  Each Director shall attend at least one-half of the regular meetings held by the Board during his/her term.  If a Director has not attended three such regular meetings consecutively without any reason and without any advance notice to all the other Directors or the President or the Secretary, then the Board, in its discretion, can remove such Director from office by a majority vote of the other then serving Directors at the next Board meeting. Starting this action is the responsibility of the president, or vice president, or secretary in sequence.

                        Section 4.  Special Meetings.  Special meetings of the Board shall be held whenever called by the President or upon the calling of at least two (2) other Directors.  The Secretary of the Organization shall give notice of each special meeting of the Board at least twenty four (24) hours prior to the meeting by personal delivery, telephone, telecopy, e-mail, voicemail, or cablegram; but such notice may be waived by any Director.  The notice of the special meeting shall set forth the purpose of the meeting.  At any special meeting at which a quorum of Directors shall be present, even though without notice, any business may be transacted, provided that all other Directors waive notice of the meeting if the same were not given.

                        Section 5. Quorum and Required Vote.  At each meeting of the Board, the presence of one-half of the full number of Directors then serving shall constitute a quorum sufficient for the transaction of business.  Any action of a majority of the Directors present at a meeting at which a quorum is present shall be the official act of the Board, except as may be otherwise specifically provided by these Bylaws, as from time to time amended.

Such consent shall have the same force and effect as a majority vote of the Board or such committee.

                        Section 7.  Conference Telephone Meeting.  Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all Directors participating in the meeting may hear and speak to each other simultaneously.   Participation in the meeting by such means shall constitute presence in person at the meeting.

                        Section 8.        Board Meeting Minutes.  After a Board meeting, a meeting minutes should be broadcast to whole member email list to inform whole association what is discussed and what is decided in the meeting, includes the vote result.

                        Section 9.        Committee.  The Board may, upon majority approval, designate one or more committee, each consisting one or more Directors, and one or more Members as decided by the Board, provided that such appointed Members shall have no authority to bind the Board.  Each committee shall have the powers of the Board as provided in the resolution establishing such committee.  Each committee shall act by a majority of its members.

                        Section 10.      Bylaws.  Each Board director should read through this Bylaws and follows the Bylaws in all AJSFA operations.

to, elect or appoint the officers who shall hold such other offices.  A person may hold more than one office, except that neither the Treasurer nor the Secretary may be the same person as the President.

                        Section 2.  President of the Board.  The President, who must be a Director and has served as a Director for at least one term of office before, shall be the chief executive officer of the Organization.  The President must be elected by the majority of the Board annually at the Board’s first regular meeting after the annual meeting of the members.  The immediate past Board shall have the right to join the current Board in the election of the President upon deadlock situation. The Board of previous term may recommend candidate of the President of the current term, provided that such recommendation shall have no binding authority on the current Board.  The President shall be charged with the general and active management of the Organization and shall be responsible for the overall administration of policies and procedures established for the day-to-day operations of the Organization; shall be entitled to be a member of all committees of the Board; shall see that all orders and resolutions of the Board are carried into effect; and shall perform such further duties which usually pertain to the position of chief executive officer of a corporation.  The President shall preside as chairperson at all meetings of the Board.

                        Section 3.  Vice Presidents.  Vice Presidents shall perform such duties as may be delegated to them by the Board or the President, and, if there are more than one, they shall have such priority, if any, as may be established by the Board.

                        Section 4.  Secretary.  The Secretary shall be responsible for preparing minutes of the meetings of Directors, committees of Directors, and members of the Organization, and for authenticating records of the Organization.  The Secretary shall have authority to give all notices required by law or by these Bylaws.  The Secretary shall be responsible for the custody of the corporate books, records, contracts, and other documents of the Organization.  The Secretary may affix the organization’s seal to any lawfully executed documents requiring a seal, may attest to the signature of any officer of the Organization, and shall sign any instrument that requires the Secretary’s signature.  The Secretary shall perform any other duty and have any other authority as from time to time may be delegated by the Board or the President.

                        Section 5.  Treasurer.  Unless otherwise provided by the Board, the Treasurer shall be responsible for the custody of all funds and securities belonging to the Organization and for the receipt, deposit, or disbursement of these funds and securities under the direction of the Board.  The Treasurer shall cause full and true accounts of all receipts and disbursements to be maintained and shall make reports of these receipts and disbursements to the Board and the President upon request.  The Treasurer shall perform any other duties and have any other authority as from time to time may be delegated by the Board or the President.

                        Section 6.  Term of Office.  Each officer shall serve for a term of one year until his or her successor is duly elected and qualified, or, if earlier, until his or her death, resignation or removal.

                        Section 7.  Compensation.  The officers of the Organization shall receive no compensation for their services as officers.

                        Section 1.  Removal of Director.  Any Director of the Organization may be removed at any time, (i) with cause, by two-thirds vote of the other Directors then serving on the Board, or (ii) with or without cause, by the majority vote of the Members of the Organization at the members’ annual meeting or by special proposal according to Section 6 of Article VI.

                        Section 2.  Removal of Officer.  All officers (regardless of how elected or appointed) may be removed, with or without cause, by the two-thirds vote of the Board.

                        Section 3.  Resignation of Director or Officer.  Any Director or officer of the Organization may, at any time, resign from his or her respective position by giving written notice (including writing in electronic format) of his or her resignation to the Secretary of the Organization.  Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time of the Secretary’s receipt of such notice.  No action by the Board shall be necessary to cause a resignation to be effective.

Section 4.  Election of Replacement Director or Officer.  In the case of the death, resignation, removal or permanent disability of any Director or officer of the Organization, if there is to be any new Director or new officer, the Board of Directors shall have the authority to fill any vacancy in the Board or any vacancy in the officers by the two-thirds vote of then serving Directors, except that the vacancy created by a Director removed by the Members in accordance with Section 1(i) of this Article V shall be filled by the majority vote of the Members.

                        Section 1.  Members.  Any individual and his/her family may be admitted as a member of the Organization if he or she

o   Was a resident of Jiangsu;

o   Attended a school located in Jiangsu;

o   Worked for a company/organization located in Jiangsu;

o   Liked or in favor of Chinese culture/food or Jiangsu culture/food.

Each year, before the entire AJSFA gathering, BOD broadcast a renew/invitation notice to AJSFA email group and local newspapers. All responsors, plus all JiangSu fellows registered and show up on the gathering, are counted as current AJSFA members.

                        Section 2.  Annual Meetings.  An annual meeting of the members shall be held each year.  The Board shall be responsible for organizing the annual meeting.  The Board may designate a date for an annual meeting of the Members.  Members shall have the right to vote upon the following matters at the annual meeting: (i) election of Directors; (ii) any proposals proposed by the Board, or by any Member through the Board, or by 20% of the Members at the annual meeting.  At the annual meeting of the members, the Board shall present a report, verified by the President and a majority of the members of the Board, showing in appropriate detail the activities of the Organizations in the past year.

                        Section 3.  Notice of Meeting.  Notice may be given by email posted through the Organization’s email mailing list to the members no less than 5 business days no more than 60 days before the date of the members’ meeting.

Section 4.  Quorum.  At all meetings of the members, a majority of the Members as of the date of the meeting, present in person or by proxy, shall constitute a quorum for the all actions at any members’ meeting, except as otherwise provide by law or by these Bylaws.  The proxy shall be signed and dated by the designating Member no more than ten (10) business days prior to the annual meeting and presented to the Board in advance or at the meeting or sent to the Board by such designating Member in electronic format at least two (2) days in advance of the annual meeting.

                        Section 5  Voting.  If a quorum exists, action on a matter is approved by the members if the votes cast by the Members favoring the action exceed the votes cast opposing the action unless the articles of incorporation, these Bylaws, or applicable laws require a different vote.  Any voting, including the Board election voting in Article III, should be processed openly to all members and the voting result should be immediately announced to all members. The voting process should be inspected by the Members outside of the current Board.

                        Section 6.  Special Proposal.  (a) Any Member can recommend a proposal (the “Special Proposal”) to the Board.  Upon 20% or more of the Members’ support to the Special Proposal, the Board is required to send an official survey to all Members informing them the Special Proposal and requesting their vote on the Special Proposal (the “Survey”).  The calculation of 20% of the Members in the previous sentence is based upon the Board’s record of the Members.

            (b) After the Board sends out the Survey, if within 7 calendar days there are 51% or more Members support the Proposal, such Proposal constitutes an action of the Organization.  The Board shall post a formal announcement on the voting result and act accordingly.  Any Non- Member whose membership was acknowledged by the Board prior to the midnight of the 7^th calendar date after the Board sends out the Survey shall be considered as an Member for the purpose of calculating Members in this paragraph.

                        Section 7.  Authority.  In no event shall a member have any authority to act on behalf of the Organization without the express authority of the Board of Directors.

                        Section 1.  Bank Accounts.  The President acting jointly with the Treasurer, and such officers or agents of the Organization as from time to time shall be designated by the Board of Directors, shall have authority to deposit any funds of the Organization in such banks or trust companies as shall from time to time be designated by the Board of Directors, and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Organization so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or on behalf of the Organization, and made or signed by such officers or agents.  Each bank or trust company with which funds of the Organization are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors, until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company.

                        Section 2.  Certification of Authorized Signatories.  There shall from time to time be certified to the banks or trust companies in which funds of the Organization are deposited the signature of the officers or agents of the Organization so authorized to draw against the same.  If the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed as hereinabove provided in theSection 1 of this Article VII, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Treasurer of the Organization.

                        Section 1.  Bank Accounts.  The President acting jointly with the Treasurer, and such officers or agents of the Organization as from time to time shall be designated by the Board of Directors, shall have authority to deposit any funds of the Organization in such banks or trust companies as shall from time to time be designated by the Board of Directors, and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Organization so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or on behalf of the Organization, and made or signed by such officers or agents.  Each bank or trust company with which funds of the Organization are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors, until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company.

                        Section 2.  Certification of Authorized Signatories.  There shall from time to time be certified to the banks or trust companies in which funds of the Organization are deposited the signature of the officers or agents of the Organization so authorized to draw against the same.  If the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed as hereinabove provided in theSection 1 of this Article VII, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Treasurer of the Organization.

                        Section 1.  Inspection.  The Board should carry on this Bylaws in all processes and every Member has right to inspect it. If any violation against this Bylaws happens, any Member has right to point out it by post it onto whole Member email group immediately, even start an impeachment as a Special Meeting (Article III, Section 4), or Special Proposal (Article VI, Section 6). President, or other Board directors should respond it immediately.

                        Section 2.  Amendments.  The Bylaws of the Organization shall be subject to amendment, revision, or repeal and new Bylaws not inconsistent with any statutory provisions or with any provision of the articles of incorporation shall be made by the affirmative vote of a majority of the Members who vote upon such question.