OVERSEAS CHINESE-AMERICAN ENTREPRENEURS ASSOCIATION, Inc.
March 26th 2016
Article I. NAME, OFFICE LOCATIONS, AND PURPOSES
Section 1. Name The name of the Corporation shall be "OVERSEA CHINESE ENTREPRENEUR ASSOCIATION, Inc."
(abbreviated and hereinafter referred to as “OCEAN” or the“Corporation”)
Section 2. Office Locations
The principal office will be located at Unit 2, 470 Wildwood Ave, Woburn, MA, 01801. The Corporation
may relocate or have such other offices as the Board of Directors (the "Board") may determine.
OCEAN may establish chapters at locations in or outside of the U.S. with the Approval of the Board. Such
chapters of OCEAN must abide by the By-laws of OCEAN and any other resolutions the Board may adopt
in this regard in addition to providing periodic report of past and planned activities to the Board. Such
report may not be less than twice per year.
Section 3. Mission Statement
The mission of OCEAN is to promote, educate and support anyone from Oversea Chinese Society who
has entrepreneurial spirit and is willing to enrich their life by either being an intrapreneur in a corporation
or entrepreneur with their own business.
Article II. MEMBERSHIP
Section 1. Enumeration
Membership of OCEAN shall consist of one (1) class. Any person subscribing to the purpose of
OCEAN may be eligible for membership in accordance with the Bylaws and may become a
Member upon the payment of dues and upon the approval of the application for membership by
the Board in accordance with the Bylaws.
After having been a Member of good standing for six (6) months, a Member shall also have the right of
being nominated for election to become a Member of the Board upon nominated by three (3) or more
current Members of the Board or by more than ten (10) percent of the Membership. A Member shall enjoy
these rights as long as he or she is in good standing. A Member is in good standing if the Member is current.
The first-year Membership fee for Members shall be $40 per calendar year and subsequent renewal fee
will be $30 per calendar year and should be paid before Jan 31stof each year. If a member joins the
organization in the middle of the year, membership fee will be pro-rated based on the actual number of
months left. All students from OCEAN MBA education program are automatically awarded lifetime
membership without paying membership fees. The Board may change the membership fee from time
to time, the new membership fee will become effective once it is approved by the Board by a majority vote.
Section 2. Resignation
Any member may resign at any time by giving notice of his or her resignation in writing to any officer or
director of OCEAN. No membership fee will be refunded.
Section 3. Removal
Members may be removed from membership at any time with or without cause by a majority
vote of the Board upon motion by three (3) or more current Board Directors. No membership fee
will be refunded under this scenario. Member will automatically lose http://www.buy-trusted-tablets.com membership when membership fee is
past due for 30 days
Article III. MEETINGS OF THE MEMBERS
Section 1. Place
All meetings of the Members except the annual meeting of the Members shall be held at such location
and at such time as determined by the President and stated in the notice of meeting required to be sent to
Members. Location and time of meeting of the members shall be selected to allow as full attendance as possible.
Section 2. Annual Meeting
The annual meeting of the Members shall be held on the last Saturday of each September and shall be
called by the President or by a Director designated by the President. In the event that the annual meeting
is not held on such date, a special meeting in lieu of the annual meeting, at such time and location as
maybe determined by the Board, may be held with all the force and effect of an annual meeting. Location
and time of such annual or special meeting of the Members shall be selected to allow as full attendance
Section 3. Special Meetings
Special meetings of the Members may be called at the request by the President, two (2) Directors upon
approval by the Chairman, by a third (1/3) of Directors of the Board, by the written application of Members
representing at least thirty (30) percent of the Members with good standing, and shall be arranged by the
Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer or any
Director of the Board. Location and time of such special meetings of the Members shall be selected to
allow as full attendance as possible.
Section 4. Notice
A written notice of the place, date and hour of all meetings of the members stating the purposes of the
meeting shall be given by the Clerk or (or other person authorized by the by-laws or by the President) at
least seven (7) days before the meeting to each member entitled to vote thereat and to each member
who, under the Articles of Organization or under the by-laws, is entitled to such notice. Notices shall be
given through mail, telephone, e-mail, word of mouth, or other reliable method of communication. In the
event that a special meeting shall be called by a third (1/3) of Directors of the Board or by the written
application of Members representing at least thirty (30) percent of the Members with good standing,
notice of such special meeting must be made in writing at least fourteen (14) days before the scheduled
date of such meeting.
Section 5. Quorum
A majority of the Members in person or by proxy shall constitute a quorum, but a smaller
number may adjourn from time to time without further notice until a quorum is present.
Section 6. Voting
At all meetings of Members, every member shall be entitled to one vote. When a quorum is
present at any meeting, the vote of a majority of the members represented thereat shall, except
where a larger vote may be required by law, the articles of organization or these bylaws, decide
any question brought before the meeting. Members may vote by written proxy dated not more
than six (6) months before the meeting named therein, which shall be filed with the clerk of the
meeting, or any adjournment thereof, before being voted.
Section 7. Action by Consent
Any action required or permitted to be taken at any meeting of the Members may be taken without a
meeting if all the members who are otherwise entitled to vote, consent to the action in writing and the
written consents are filed with the records of the meetings of the Members. Such consents shall be
treated for all purposes as a vote at a meeting.
Members may participate in a meeting by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other at the same
time and participation by such means shall constitute presence in person at a meeting.
Article IV. DIRECTORS
Section 1. Enumeration
The Corporation shall have a board consisting of directors who shall have the powers and duties
of a board of directors under General Laws of Massachusetts, Chapter 180. The Board shall elect
the officers of the Corporation including President, Treasurer, Clerk, General Manager, and other
officers the Board shall elect. The Clerk shall be a resident of Massachusetts unless a resident
agent shall have been appointed by the Board pursuant to Massachusetts law. The Board may
also designate person or groups of persons as sponsors, benefactors, contributors, advisors or
friends of the Corporation or such other title as they deem appropriate.
Section 2. Qualifications
a. Eligibility to become a Director
(i) Current Directors of the Board are automatically eligible for election as directors.
(ii) In order to qualify for election as a Director, an individual must have been a member for at least 6
months and have been nominated by at least three (3) current Members of the Board or by at least ten
(10) percent of the Membership.
b. Automatic Status as a Director
Notwithstanding Section 2a of Art. IV, the President shall automatically become a Director upon election
by the Board if she or he was not a Director before such election.
Section 3. Directors
The number of the Directors shall be no more than twenty-one (21). The initial Directors shall
be those persons named as Directors in the Articles of Organization. The Directors shall be elected
by a majority vote of the Members once every TwoYears at the member’s annual meeting.
Current Directors of the Board are automatically nominated for election unless an individual Director of
the Board elects to withdraw from such nomination by a written notice submitted to the Chairman of the
Board at least thirty (30) days before the scheduled election. In the event of any vacancy due to any
reason, the Board may, by a vote of two-third (2/3) supermajority of the Board, fill any vacancy if the
annual meeting is more than three (3) months away.
Section 4. Chairman
One must be a Member having good standing for at least one (1) year to be eligible to become the
Chairman of the Board.
The Chairman shall be elected by a majority vote of the Board every two (2) years at the annual meeting
of the Board or at a Special meeting if vacancy arises more than three (3) moths before the scheduled
annual meeting. Any Director of the Board may be nominated or nominate herself or himself in elections
of the Chairman.
Section 5. Term
Except as hereinafter provided, the term of a Director shall be two (2) years. At least half of the directors
shall be re-elected every two years, which means the first 1/2current board directors that has higher votes
will be included in the new board. In case of a Board with an odd number of directors, the number of
directors equal to one half of the even number, which is one less than that odd number shall be reelected.
Section 6. Advisory board
The advisory board shall include members that are either significant contributor to OCEAN or noted public
figures. The advisory board member shall join the advisory board by invitation of the board of directors
only. The invitation is nominated by chairman of board and shall be approved by majority vote of the
board. Chairman of the Advisory Board has right to vote and his (her) vote is counted as two votes.
Advisory board member serves as in an honorary capacity only on the board. Board of directors will
appoint a chairman for advisory board and the term is TwoYears.
Section 7. Sponsors, Benefactors, Contributors, Advisors, Friends of OCEAN
Any person, entity or groups of persons or group of entities designated by the Board as sponsors,
benefactors, contributors, advisors or friends of OCEAN or such other title as the Board deems
appropriate (such person or entity, individually being referred to as an "Honor Director" and collectively,
the "Honor Directors") shall, except, as the Board shall otherwise determine, serve as in an honorary
capacity on the Board. Any such Honor Director shall not have right of notice of, or to vote at, any
meeting, shall not be counted for purposes of establishing a quorum for any meeting and shall have no
other rights or responsibilities.
Section 8. Resignation
Any Director may resign at any time by tendering his or her resignation in writing to the President, Vice
President, Chairman of the Board, or three (3) Directors of the Board.
Section 9. Removal
A Director may be removed from directorship or the Chairman from office at any time with or without
cause by a motion by at least one half (1/2) of the Board and by a two-third (2/3)supermajority vote of the
Directors then in office. A Director is automatically removed from office upon three consecutive absences
without cause at regularly scheduled Board meetings.
Section 10. Vacancies
Continuing Directors may act despite any vacancy or vacancies on the Board and shall for this purpose
be deemed to constitute the full Board. Any vacancy on the Board, however occurring, including a
vacancy resulting from the enlargement of the Board, may be filled by the Directors if it is more than three
(3) months away from the scheduled annual meeting.
Article V. OFFICERS
Section 1. Enumeration
The officers of OCEAN shall consist of a President, Vice Presidents,Treasurer, General Manager (also
assumes the duty ofClerk) and such other officers as the Board shall determine and appoint.
Section 2. Qualifications
a. Eligibility to become the President
Unless provided otherwise, any Member who has been a member of OCEAN of good standing
for at least one (1) year may be elected by a majority vote of the Board as the President upon
nomination by the Chairman of the Board or by three (3) or more current Members of the Board.
b. Eligibility to become a Vice President
Unless provided otherwise,, a Member who has been a Member of OCEAN with good standing
for at least six (6) months may be eligible to become a Vice President. Vice Presidents are
nominated by the President and approved by the Board by a majority vote.
Section 3. Term
Except as hereinafter provided, the term of any officer shall be two years and can be re-elected upon
board approval by a majority vote.
Section 4. Resignation
An officer other than the President may resign at any time by tendering his or her resignation in writing to
the President, Vice President, or Chairmanof the Board. The President may resign at any time by
tendering his or her resignation to the Chairpman of the Board and at least one other Director of the Board.
Section 5. Removal
President and Vice Presidents may be removed from office at any time with or without cause by a twothird
majority vote of the Board upon motion by at least one half (1/2) of the Board.
Section 6. Vacancies
Vacancy in any office other than the Vice Presidency may be filled by the President. Vacancy in the Vice
Presidency may be filled by nomination by the President and approval by a majority vote of the Board.
Article VI. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place
Meetings of the Board shall be held at such place inside or outside Massachusetts as may be named in
the notice of such meeting. Location and time of such meetings shall be selected to allow as full
attendance as possible by the Directors of the Board.
Section 2. Annual and Regular Meetings
The annual meeting of the Board shall be held each year less than two (2) weeks before or after the
annual meeting of the Members at which Board election is held. In the event that the annual meeting of
the Board is not held on such date, a special meeting of the Board in lieu of the annual meeting of the
Board may be held with all the force and effect of an annual meeting of the Board. Regular meetings not
less than three (3) per calendar or fiscal year (in addition to the annual meeting) may be held at such
times as the Board of Directors may fix. Location and time of such meetings shall be selected to allow as
full attendance as possible by the Directors of the Board.
Section 3. Special Meetings
Special meetings of the Board may be called by the Chairman or by at least one third (1/3) directors at
other times throughout the year.
Section 4. Notice
No notice need be given for a regular or annual meeting of the Board the date(s) of which have been
announced or are known to the Directors of the Board. Seven (7) days notice by mail, telegraph,
telephone, e-mail or word or mouth shall be given for a special meeting unless shorter notice is adequate
or is warranted under the circumstances. A notice or waiver of notice need not specify the purpose of any
special meeting. Notice of a meeting need not be given to any Director if written waiver of notice,
executed by him or her before or after the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting, prior thereto or at its commencement, the lack of
notice to him or her.
Section 5. Quorum
A majority of the Directors then in office and entitled to vote shall constitute a quorum. Less than a
quorum may adjourn a meeting of the Board of Directors from time to time without notice until a quorum
Section 6. Action by Consent; telephone Conference Meetings
Any action required or permitted to be taken at any meeting of the directors may be taken without a
meeting if all directors consent to the action in writing (including facsimile and e-mail communication) and
the written consents are filed with the records of the meetings of the Directors. Such consents shall be
treated for all purposes as a vote at a meeting. Directors of the Board or any committee designated
thereby may participate in a meeting of the Board or of any such committee by means of a telephone
conference or similar communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means shall constitute presence
in person at a meeting.
Section 7. Vote and Conflicts of Interests
Any director (the "Interested Director") who is a member, stockholder, trustee, director, officer or
employee (the "Interested Status") of any firm, corporation or association (the "Interested Entity") with
which OCEAN contemplates any business transaction ("Otherwise Interested Transaction") shall disclose
his or her Interested Status, other similar relationship with the Interested Entity and any interest in the
Otherwise Interested Transaction to the other Directors before any such Otherwise Interested Transaction
may be acted upon by the Board. No Interested Director shall vote on such Otherwise Interested
Transaction, but any Interested Director may be counted for purpose of determining a quorum of the
Board. An affirmative vote of a majority of the Directors who are not Interested Directors shall be required
before OCEAN may proceed with and consummate any Otherwise Interested Transaction. An Otherwise
Interested Transaction proceeded with or consummated by OCEAN in accordance with the provisions of
the preceding paragraph shall not be invalidated or in any way affected solely by the fact that any
Interested Director or Interested Directors have or may have derived any personal benefits that are or
may be adverse to the interests of OCEAN. No Interested Director or Interested Directors that have
disclosed his or her Interested Status, other similar relationship with any Interested Entity and any interest
in the Otherwise Interested Transaction to the other directors shall be liable to OCEAN or to any director
or member for any loss incurred as a result of the Otherwise Interested Transaction, nor shall any such
director or directors be required to convey to OCEAN any personal benefits or any gains or profits to be
realized thereon. Upon approval by a two-third-majority vote of the Board, an interested office may
engage in an Otherwise Interested Transaction on behalf of OCEAN.
Article VII. POWERS AND DUTIES OF DIRECTORS AND OFFICERS
Section 1. Directors
The Directors shall be responsible for the general management of the affairs of OCEAN except for those
powers reserved to the Members by law, the Articles of Organization, or this Bylaw. The Board may from
time to time, to the extent permitted by law, delegate any of its powers to any committee, subject to such
limitations as the Board may impose. Contacts or agreements between OCEAN and any other individual,
organization or entity, creation of any office, creation of any branch or chapter, spending within a month of
more than one thousand dollars ($1,000.00), and any major activities must be reported to and be
approved by the Board.
Section 2. Chairman
The Chairman shall oversee the general welfare of OCEAN as managed by the President and other
officers. In any voting requiring a two-third majority vote by the Board, the vote of the Chairman shall be
counted, as two votes should there be a tie otherwise.
Section 3. President
The President shall be the chief executive officer of OCEAN and, subject to the Board's supervision, shall
be primarily responsible for carrying out the policy and management directives of the Board. The
President shall also have such other proper and necessary powers and duties as are customarily
associated with such office or as may be designated from time to time by the Board. The President shall
report at regularly scheduled Board meetings the activities occurred in the period after the last report and
significant activities planned. The president will be responsible for proposing the budget to the board
meeting annually. Once budget is approved, president will have the right to decide how the money will be
distributed to each event/activities. President will be responsible to update the leadership team including
board and managing team regarding to how the budget was used. In a scenario that budge increase is
required, a special board meeting will be held to approve it.
Section 4. Vice Presidents
The Vice Presidents shall assist the President in exercising the President's duties, and shall have such
powers the President may designate duties as from time to time. There shall be at least one Vice
President, additional Vice Presidencies may be created by the Board. All Vice Presidents shall be
nominated by the President and approved by a majority vote of the Board.
Section 5. General Manager
The General Manager, also assume the duty of Clerk, shall be the administrative officer of OCEAN
appointed by the President and assisting the President in administrative affairs, and shall also have such
powers and duties as may be designated from time to time by the President.
The general manager shall maintain complete records of all meetings of the Members and shall have
custody of the seal of OCEAN if one is made upon authorization and approval by the Board, shall
coordinate recruiting of members, and maintain a complete and current membership list, process
membership applications bill and collect membership dues, and coordinate any financial and accounting
matters with the .Treasurer and Accountant
Section 6. Treasurer
The Treasurer shall be the administrative officer of OCEAN appointed by the President and assisting the
President in financial affairs, and shall also have such powers and duties as may be designated from time
to time by the President. Treasurer can appoint others as accountant.
Section 7. Committees
All committees of the Board shall be appointed by the Chairman upon approval by the Board by a majority
vote. The term of members of any such committee shall be determined by the Chairman and approved by
Article VIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
OCEAN shall, to the extent legally permissible, indemnify each person who serves or has served at any
time as a director or officer of OCEAN, or who at any time has served as a director, officer of, or in a
similar capacity with, another organization at the request of or on behalf of OCEAN, against all expenses
and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in
settlements) reasonably incurred by or imposed upon such person in connection with any threatened,
pending or completed action, suit or other proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her serving or having served in
such capacity (other than a proceeding voluntarily initiated by such person unless (i) he or she is
successful on the merits in such a proceeding, (ii) the proceeding was authorized by OCEAN or (iii) the
proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no
indemnification shall be provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of OCEAN; and provided, further, that as to any
matter disposed of by a settlement payment by such person, pursuant to a consent decree or otherwise,
the payment and indemnification thereof have been approved either by OCEAN (which approval shall not
unreasonably be withheld), or by a court of competent jurisdiction. Such indemnification shall include
payment by OCEAN of expenses incurred in defending a civil or criminal action or proceeding, upon
receipt of an undertaking by the person indemnified to repay such payment if he or she shall be
adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted
without regard to the financial ability of such person to make repayment. A person entitled to
indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a
subsidiary of OCEAN or any other organization at the request of or on behalf of OCEAN, shall be deemed
to have acted in good faith in the reasonable belief that his or her action was in the best interests of
OCEAN if he or she acted in good faith in the reasonable belief that his or her action was in the best
interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with
interests in, such subsidiary or organization with respect to whom he or she had such a fiduciary duty.
Where indemnification hereunder requires authorization or approval by OCEAN, such authorization or
approval shall be conclusively deemed to have been obtained, and in any case where a director of
OCEAN approves the payment of indemnification, such director shall be wholly protected and indemnified
in accordance with this article, if: (i) the payment has been approved or ratified (1) by a majority vote of a
quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a
majority vote of a committee of two or more directors who are not at that time parties to the proceedings
and are selected for this purpose by the full board (in which selection directors who are parties to the
proceeding may participate), or (3) by the disinterested members of OCEAN; or (ii) the action is taken in
reliance upon the opinion of independent legal counsel (who may be counsel to OCEAN) appointed for
the purpose by vote of the directors or in the manner specified in clauses (1), (2) or (3) of subparagraph
(i); or (iii) the payment is approved by a court of competent jurisdiction; or (iv) the directors may have
otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts
General Laws. Any indemnification or advance of expenses under this article shall be paid promptly, and
in any event within 30 days after the receipt by OCEAN of a written request therefore from the person to
be indemnified, unless with respect to a claim for indemnification, OCEAN shall have determined that the
person is not entitled to indemnification. If OCEAN denies the request or if payment is not made within
such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his
or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she
shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise
provided by law, the burden of proving that the person is not entitled to indemnification shall be on
OCEAN. The right of indemnification under this article shall be a contract right inuring to the benefit of the
directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of
this article shall adversely affect any right of such director, officer or other person existing at the time of
such amendment or repeal. The indemnification provided hereunder shall inure to the benefit of the heirs,
executors and administrators of a director, officer or other person entitled to indemnification hereunder.
The indemnification provided hereunder may, to the extent authorized by OCEAN, apply to the directors,
officers and other persons associated with constituent corporations that have been merged into or
consolidated with OCEAN who would have been entitled to indemnification hereunder had they served in
such capacity with or at the request of OCEAN. The right of indemnification under this article shall be in
addition to and not exclusive of all other rights to which such director or officer or other persons may be
entitled. Nothing contained in this article shall affect any rights to indemnification to which OCEAN
employees or agents other than directors and officers and other persons entitled to indemnification
hereunder may be entitled by contract or otherwise under law.
Article IX. AMENDMENT
These By-laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a twothird
(2/3) supermajority of the Board. Following the making, amending or repealing of any of these
bylaws in whole or in part by the Directors, written notice thereof stating the substance of such change
shall be promptly given to all Members of good standing.