ARTICLE I – NAME

The name of the corporation shall be Chinese and American Forum on Legal Information and Law Libraries (“CAFLL”).
ARTICLE II – PURPOSES

Section 2.1 – Purposes. The purposes of CAFLL are as set forth in its Articles of Incorporation pursuant to the Pennsylvania Nonprofit Law of 1988 (the “Act”).

Section 2.2 – Mission Statement. The Chinese and American Forum on Legal Information and Law Libraries (CAFLL) promotes the accessibility of legal information and fosters the education of legal information professionals in the United States and China.

Section 2.3 – Vision Statement. The CAFLL works to strengthen the rule of law in China and the United States by recognizing the central role that professional law librarians play in collecting, organizing, and making accessible each nation’s legal information.

Section 2.4 – Public Access. CAFLL places emphasis on making legal information available to all segments of society, including those individuals who are otherwise unable to access legal information.  Toward that end, a substantial part of every plenary conference will be devoted to topics exploring and enhancing public access to legal information.

ARTICLE III – OFFICES AND ACCOUNTING YEAR

Section 3.1 – Registered Office. The registered office of the Corporation in the Commonwealth of Pennsylvania shall be at 205 Doubletree Drive, Venetia, Washington County, Pennsylvania 15367, until otherwise established by a vote of a majority of the Board of Directors (“Board”), in office and a statement of such change is filed with the Department of State; or until changed by an appropriate amendment of the Articles of Incorporation.

Section 3.2 – Other Locations. The Corporation may also have offices in such other places within or without the United States as the Board may from time to time appoint or the business of the Corporation may require.

Section 3.3 – Fiscal Year.  The fiscal year of the Corporation shall begin on July 1 and end on June 30 of each year.
ARTICLE IV – MEMBERSHIP

Section 4.1 – Categories of Membership. The Corporation shall have three classes of membership consisting of Individual Member, Corporate/Institutional Member, and Associate Member.  The requirements for membership are as follows:

(a)    An Individual Member is any person who is interested in the purposes of CAFLL and works with legal information in a library or information center or provides library services on an independent contract basis.

(b)   A Corporate/Institutional Member is any institution, corporation, business, or nonprofit entity involved in the legal information industry that is interested in the purposes of CAFLL and provides products, services, and/or support to libraries or information centers.  A Corporate/Institutional member may send more than one delegate to a membership meeting, but is entitled to only one vote per Corporate or Institutional membership.

(c)    An Associate Member is any other person who is interested in the purposes of CAFLL and in legal information, including non-library employees of the legal information industry and members of library governing boards.

Section 4.2 – Additional Requirements for Membership. The Board shall establish any additional criteria for membership in each class.  No person or organization shall become a member unless approved by the Board.

Section 4.3 – Membership Dues. The annual membership dues, including the dues for each different class of membership, shall be set by the Board.  Any increases in dues or changes in the dues structure shall be approved by a two-thirds (2/3) majority of the Board.

Section 4.3.1 – Increase in Dues.  The Board has the authority to increase dues each year.

Section 4.3.2 – Effective Date. Membership shall be effective upon payment of the annual dues.  The dues for each year shall be due on July 1 with the year ending on June 30 of the next year.  If a member fails to pay dues by September 1, the rights of membership shall be suspended until the dues are paid.  The Board may authorize prorated dues.  Dues are not refundable.

Section 4.3.3 – Transfer or Assignment of Membership Dues.  Membership dues paid by an institution can be transferred or assigned by the institution.  Membership dues paid by an individual cannot be transferred or assigned.

Section 4.4 – Voting Rights. Each member (Individual, Corporate/Institutional, Associate) shall be entitled to one vote.  The members will vote by methods which from time to time will be decided upon by the Board.

Section 4.5 – Proper Notice to Members. Whenever these Bylaws require notice to be given to members of the organization, such notice shall be given by sending email to the member’s email address of record, sending electronically transmitted facsimile copy (fax) to the member’s fax number of record, or mailing printed or written notice to the member’s address of record.

ARTICLE V – MEMBERSHIP MEETINGS AND NOTICE

Section 5.1 – Annual Meetings. The members shall at a minimum have an annual meeting at such time and place as the Board shall designate which is close in time and space to the American Association of Law Libraries (AALL) Annual Meeting.

Section 5.2 – Special Meetings. Special meetings may be called by the Board or at the written request of thirty (30%) percent of the members at the time that the meeting is called.  At least five (5) days’ written notice stating the time, place, and purpose of any special meeting shall be given to the members entitled to participate.  It shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request.  If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so provided that the place of the meeting shall be within the Standard Metropolitan Statistical Area of the principal office of the Corporation.

Section 5.3 – Quorum. At least fifty (50%) percent of the membership must be present at the time of the meeting to constitute a quorum for the transaction of business at the meeting.  Presence at the meeting includes presence by video, audio, or other contemporaneous conferencing methods approved by the Board.  The acts of the members present at the meeting at which a quorum is present shall be the acts of CAFLL, unless otherwise required by law or by these Bylaws.

Section 5.4 – Notice for Meetings.  The Secretary shall send notice as required in Article IV, Section 4.5, to each member at least thirty (30) days before the meeting date for a regular or annual meeting.  The Secretary shall send notice of a special meeting at least five (5) days prior to the special meeting date.  A notice for a special meeting shall include the time and place of the meeting as well as the designated purpose for the special meeting.

Section 5.5 – Record Keeping.  The Secretary shall be responsible for keeping an up-to-date membership roster, which shall be available at all membership and Board meetings.  The Treasurer shall be responsible for keeping an up-to-date record of the payment of all membership dues and have that record available at all membership and Board meetings.

Section 5.6 – Rules of Order. Robert’s Rules of Order shall govern all deliberations of the Corporation when not in conflict with the Bylaws of this Corporation.

ARTICLE VI – EXECUTIVE BOARD OF DIRECTOR’S MEETINGS

Section 6.1 – Management. The business and affairs of the Corporation shall be managed by the Executive Board of Directors (“Board”) except as otherwise required by statute, these Bylaws or a resolution duly adopted by the Board.

Section 6.2 – Qualifications of Directors. Each Director shall be a natural person of full age, who need not be a resident of Pennsylvania.

Section 6.3 – Number and Election of Directors. The Board shall consist of nine (9) persons, or such other higher number of persons as shall be established by the Board.  Directors shall be elected from among the membership before the end of May each year.  The initial investiture of the Board of Directors shall be established by the Incorporators in May, 2010.  The Directors shall establish a procedure for the election in writing and distribute it to the membership thirty days before the election.

Section 6.4 – Term of Office. Each Director shall hold office for a term of three years or until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.  Terms shall be staggered so that as nearly as possible an equal number of terms shall expire each year.  Three Directors shall be elected each year starting with the first year of the Corporation’s existence.  Board membership shall be limited to two consecutive three year terms. Previous Board members shall be re-eligible for membership after a lapse of two years.

6.4.1 – Initial Executive Board of Directors.  The initial Executive Board of Directors will have nine Directors with three Directors serving one year, three Directors serving two years, and three Directors serving three years.  At the end of the first year term, a Nominating Committee will be established to nominate three Directors.  At the end of the second year term, an additional three Directors will be Nominated.  At the end of the third year term, a Nominating Committee will be established to nominate the three additional Directors.  The cycle will then repeat with each Director serving a term of three years.

Section 6.5 – Removal of Directors. Any Director may be removed from office, without the assignment of any cause, by a vote of the majority of all other Directors at a regular or special meeting of the Board, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting.  No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.  Any Director may be removed from office, without the assignment of any cause, by an affirmative vote of a majority of members present at any meeting of members.  New Directors may be elected at the same meeting.  No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

Section 6.6 – Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any Board meeting, and the acts of the majority of the Board present at a meeting at which a quorum is present shall be the acts of the Board, unless otherwise required by law or these Bylaws.

Section 6.7 – Unanimous Consent of Directors in Lieu of Meeting. Any action, which may be taken at a meeting of the Board, may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Corporation.

Section 6.8 – Voting Rights. Each Director shall be entitled to one vote.  The Board may conduct business and vote by any means authorized by statute of the political entity in which the Corporation is incorporated.

Section 6.9 – Annual Meeting. The Board shall meet immediately preceding and following the annual meeting of the members.

Section 6.10 – Regular Meetings. Regular meetings of the Board shall be held quarterly in May, August, November and February or as otherwise may be determined from time to time by the Board.

Section 6.11 – Special Meetings. Special meetings of the Board may be called by the Co-Chairs or by one-third of the Board at any time.  At least five (5) days written notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board.  It shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request.

Section 6.12 – Adjourned Meeting.  When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

ARTICLE VII – OFFICERS OF THE EXECUTIVE BOARD OF DIRECTORS

Section 7.1 – Officers. The Board shall have the following Officers:  Two (2) Co-Chairs, a Secretary and a Treasurer and such other officers whose positions shall be created from time to time by the Board.  The Officers shall be natural persons who are Directors of the Corporation.

Section 7.2 – Election and Term of Office. The Officers shall be elected by the Board at the annual meeting of the Board on an annual bases and shall serve for a term of one year or until their successors are elected and qualified.  Officers may be elected for a maximum of three consecutive years.

Section 7.3 – Duties of Officers. The duties of the Officers shall include the following:

(a)    Co-Chairs.  The Co-Chairs shall be the presiding Officers of the Corporation; shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board are carried into effect subject to the right of the Board to delegate any specific powers as allowed by law; and shall execute bonds, mortgagees, and other contracts and when authorized by the Board, sign any instrument requiring a signature and when so affixed shall be attested by the signature of the Secretary or Treasurer.  The Co-Chairs shall appoint members of all committees that are created by the Board or these Bylaws subject to the approval of the Board.

(b)   Secretary. The Secretary shall be secretary of the Board, shall attend all meetings of the Board and membership, shall act as clerk thereof, and shall record all votes and the minutes of all proceedings.  The Secretary shall give or cause to be given notice of all Board meetings to the Directors and of all membership meetings to the members as appropriate, and shall perform such other duties as may be prescribed by the Board or by the Co-Chairs.  The Secretary shall keep custody of the records of the Corporation and attest to the signature of either Co-Chair upon any instrument as required.

(c)    Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements of the corporation; shall collect all funds due the Corporation and disburse funds as required to meet the obligations of the Corporation; shall keep the funds of the Corporation in a separate account to the credit of the Corporation, unless the Board provides otherwise; shall render to the Co-Chairs and the Board, as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the Corporation.

Section 7.4 – Removal of Officers.  Any Officer or agent may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to any contract rights of any person so removed.

ARTICLE VIII – VACANCIES

Section 8.1 – Resignations. Any Director or Officer may resign such position at any time, such resignations to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date.  The acceptance of the resignation by the Board shall not be required to make it effective.

Section 8.2 – Filling Vacancies. If the position of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, and disqualification or otherwise, the remaining Directors may choose a successor or successors who shall hold office for the unexpired term.  If the position of any Officer becomes vacant, by an increase in the number of Officers, or by reason of death, resignation, and disqualification or otherwise, the remaining Directors may choose a successor or successors who shall hold office for the unexpired term.

ARTICLE IX – COMMITTEES

The Board may, by adoption of a resolution, establish one or more committees to consist of one or more Directors of the Corporation.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no committee shall have any power or authority to do the following:

(a)    Fill vacancies on the Board.

(b)   Adopt, amend, or repeal the Bylaws.

(c)    Amend or repeal any resolution of the Board.

(d)   Act on matters committed by these Bylaws or by resolution of the Board to another committee of the Board.

ARTICLE X – CONFLICT OF INTEREST POLICY

Section 10.1 – Purpose of Policy. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or might result in a possible excess benefit transaction.  The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 10.2 – Definitions. The following terms shall be defined for purposes of the Conflict of Interest Policy as follows:

(a)    Interested Person.  Any Director, Officer, or member of a Committee with Board delegated power, who has a direct or indirect financial interest, as defined below, is an interested person.

(b)   Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(1)   An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

(2)   A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

(3)   A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

(c)    Compensation. Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.

(d)   Conflict of Interest. A financial interest is not necessarily a conflict of interest.  Under Article X, Section 10.3.2 Determining Whether a Conflict of Interest Exists, a person who has a financial interest may have a conflict of interest only if the appropriate Board or Committee decides that a conflict of interest exists.

Section 10.3 – Procedures. The procedures for handling an actual or potential conflict of interest are as follows.

Section 10.3.1 – Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of Committees with Board delegated powers considering the proposed transaction or arrangement.

Section 10.3.2 – Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Committee Meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board or Committee members shall decide if a conflict of interest exists.

Section 10.3.3 – Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the Board or Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.  The Co-Chair(s) of the Board or the Chair of the Committee shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.  After exercising due diligence, the Executive Board or Committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the Board or Committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Section 10.3.4 – Violations of the Conflicts of Interest Policy. If the Board or Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 10.4 – Recordings of Proceedings.  The minutes of the Board and all Committees with Board delegated powers shall contain the following:

(a)    The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or Committee’s decision as to whether a conflict of interest in fact existed.

(b)   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 10.5 – Compensation. A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.  A voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.  No voting member of the Board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any Committee regarding compensation.

Section 10.6 – Annual Statements.  Each Director, Officer, and member of any Committee with Board delegated powers shall annually sign a statement that affirms that such person:

(a)    Has received a copy of the conflicts of interest policy,

(b)   Has read and understands the policy,

(c)    Has agreed to comply with the policy, and

(d)   Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 10.7 – Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining and (b) whether partnerships, joint ventures and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 10.8 – Use of Outside Experts. When conducting the periodic reviews as provided for in Section 10.7, the Corporation may, but need not, use outside advisors.  If outside experts are used, their use shall not relive the Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XI – LIMITATION OF PERSONAL LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER REPRESENTATIVES

Section 11.1 – General Rule. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless:

(a)    The Director has breached or failed to perform the duties of Director in accordance with the Standard of Care as defined in Section 11.2 of this Article; and

(b)   The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;

Provided however, the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state, or federal law.

Section 11.2 – Standard of Care and Justifiable Reliance. A Director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a Director, including his or her duties as a member of any Committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing his or her duties, a director shall be entitled to rely in good faith on information, opinion, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:   (a) one or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in matters presented; (b) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; or (c) a Committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which Committee the Director reasonably believes to merit confidence.

Section 11.2.1 – Actual Knowledge. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

Section 11.2.2 – Officers. Except as otherwise provided in the Articles, an Officer shall perform his or her duties as an Officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  A person who so performs his or her duties shall not be liable by reason of having been an Officer of the Corporation.

Section 11.2.3 – Presumption of Best Interests. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

Section 11.3 – Indemnification. The Corporation shall indemnify any Officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a representative of the Corporation, against all expenses (including attorney fees), judgments, fines and amounts paid in settlement as to actions taken, or omitted to be taken, in such person’s official capacity as Officer or Director and as to actions taken, or omitted to be taken, in another capacity while holding such official capacity, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 11.4 – Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

Section 11.5 – Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an Officer, Director, employee, or representative of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 11.6 – Other Rights. This Article shall not be exclusive of any other right that the Corporation may have to indemnify any person as a matter of law.

ARTICLE XII – AMENDMENTS

Section 12.1 – Articles of Incorporation. The Articles of Incorporation may be amended by an affirmative vote of a majority of the members of all Directors in office, at a duly convened meeting after notice of such purpose has been given.

Section 12.2 – Bylaws. The Bylaws may be amended, to the extent not prohibited by law, by affirmative vote of a majority of all Directors in office, at a duly convened meeting after notice of such purpose has been given.

ARTICLE XIII – FINANCIAL MATTERS

Section 13.1 – Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.

Section 13.2 – Contracts. Except as otherwise provided in these Bylaws, the Board may authorize the Co-chairs to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 13.3 – Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more Officers or employees as the Board shall from time to time determine.

Section 13.4 – Annual Report of the Board. The Board shall direct the Co-Chairs and Treasurer to present a report at the annual meeting of the Board showing in detail the following:

(a)    The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.

(b)   The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

(c)    The revenue or receipts of the Corporation, both restricted and unrestricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

(d)   The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

The annual report of the Board shall be filed with the minutes of the annual meeting of the Board.

ARTICLE XIV – DISSOLUTION

Section 14.1 – Dissolution.  The Organization may be dissolved by a two-thirds (2/3) vote of the Board.  In the event of the dissolution of the organization, all the assets remaining, after payment of all debts and obligations of the organization shall be distributed to such one or more organizations which have purposes and objectives similar to this organization and are exempt from United States Income Taxes under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, and the Board may select, and if more than one, in such shares and proportions as the Board may determine.

ARTICLE XV – MISCELLANEOUS

Section 15.1 – Headings. In interpreting these Bylaws, the headings of the Articles shall not be controlling.

Section 15.2 – Annual Budget. The Board shall establish an annual budget.

Section 15.3 – Executive Director. The Executive Director may be appointed by the Board and perform such duties as the Board shall assign.

Section 15.4 – Advisory Board. The Board may create and appoint members or nonmembers to an Advisory board, which shall have such rights and privileges as determined by the Board.  Qualifications for membership on the Advisory Board shall be determined by the Board.

Section 15.5 – Bond. If required by the Board, any person shall give bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board shall determine.

Section 15.3 – Subventions. The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Act and to issue certificates therefore.

CERTIFICATION

The undersigned certifies that these Bylaws were adopted by the Board and general membership of the Chinese and American Forum on Legal Information and Law Libraries, a Pennsylvania Nonprofit Corporation, effective as of the date hereof.

Signed:
Joan S. Howland
Secretary, Chinese and American Forum on Legal Information and Law Libraries

Date: July 10, 2010