BYLAWS OF
The Columbia Friends of China

Adopted November, 2005

ARTICLE I: NAME

The name of the Corporation shall be The Columbia Friends of China

ARTICLE II: OBJECTIVE

The objective of the Corporation is to establish a sister city relationship between Columbia, Missouri, U.S.A. and the Laoshan District of Qingdao, Shandong, People's Republic of China. This relationship will foster individual and group educational and cultural exchanges, shared activities and projects, and economic cooperation. If, for any reason, this relationship does not come to fruition, another Chinese sister city will be identified, and said relationship established.

ARTICLE III: BOARD OF DIRECTORS

SECTION I - Responsibilities

Responsibilities of the Board of Directors include the following:

A. To give direction, suggestions and recommendations to the membership.

B. To work to improve the Organization based upon the Board's specific authority to:

1. approve the annual budget;

2. establish general policies for the program

3. appoint committee chairs

5. evaluate the quarterly committee reports

6. call (at a minimum) a quarterly meeting of the membership organization

7. oversee and assist in fundraising, coordination and development

C. To aid in the assessment of needs and resources relevant to furthering the sister city relationship between Columbia and Laoshan.

D. To monitor and champion the interests of this relationship and to offer a resolution to the membership regarding the continuation of this sister city relationship after 2010.

E. To establish and serve on those committees necessary for effective and efficient operation of the Organization.

F. To review the budgetary needs and fiscal operations of the Organization.

G. To recruit and encourage membership in the organization.

SECTION II - Membership and Election of the Board

A. Number and Qualifications

The Board of Directors shall be composed of eleven (11) individuals who are eighteen (18) years of age or older, representative of the geographical areas and cultures served by the Organization. In addition, the immediate past president will serve as an ex-officio member of the Board of Directors.

B. Election and Orientation

New members of the Board of Directors shall be elected by the membership. The nominating committee shall recommend individuals for nomination to the Board. Nomination for membership may also be made by individual members from the floor at the time of any election.

All vacant Board positions should be filled by the bi-annual meeting which will occur in October and March of each year. If the number of Board members drops below 7 during the course of the year, sufficient positions should be filled to return Board membership to 5.

The duties and authority of the board members shall commence upon election. Information concerning the programs and purposes of the corporation, including a copy of the bylaws, shall be provided to each new Board member by the out going president.

C. Term

The term of office for a Board member shall be two (2) years. The term shall commence on October 1 of the year in which the member was elected. Terms are staggered to provide continuity of membership.

D. Vacancies

Vacancies in board membership positions, however created, shall be filled by election as described in Section B above. The member filling the vacancy shall serve the remainder of the unexpired (two-year) term.

E. Annual Organizational Meeting

The Board of Directors shall have an annual organizational meeting in October of each year as a precursor to a membership meeting. A second meeting will be held in the spring of each year for the full membership.

F. Regular Meetings

The regular meetings of the Board of Directors shall be held at least six times/year and as part of the bi-annual meeting, at a time and place to be determined by the Board. All committees will meet on a regular basis at a time and place to be determined by the chair of the committee. Committee chairs will make quarterly reports of committee activities to the Board of Directors.

G. Special Meetings

Special meetings may be called by the President with the approval of one officer, in writing, and with at least twenty-four hours notice. Also, the President, with similar notice, must call a special meeting upon the written request of at least four members of the Board within twenty-four hours of such request.

H. Agenda

An Agenda shall be prepared for the Board of Directors meeting by the President or his/her designee.

I. Quorum

One half of the total membership of the Board (4), excluding vacant positions, shall constitute a quorum for the transaction of business at any meeting of the Board.

J. Minutes

Minutes of each meeting of the Board of Directors shall be taken by the Board Secretary and submitted at the next meeting for approval by the Board.

Minutes of all committee meetings shall be taken and submitted in writing to the full Board at the next regular Board meeting.

K. Board Action

The act of a majority of the Board members present at any meeting at which a quorum is present shall be considered lawful, conclusive and binding.

L. Attendance

Each member of the Board shall inform the Board President of that member's inability to attend a regularly scheduled meeting prior to the meeting. In the event any member shall be absent without good cause from two consecutive meetings of the Board of Directors, or four meetings in the course of one year, the matter shall be brought to the attention of the Board of Directors.

ARTICLE IV: OFFICERS

SECTION I - Officer Positions and Responsibilities

The Officers of the Corporation shall be President, Vice President, Secretary and Treasurer. The officers will perform duties as may be prescribed by these bylaws, or as may be directed by the Board.

SECTION II - Qualifications

Officers shall have attended at least one general membership meeting.

SECTION III - Election

Officers will be elected to positions set forth in article IV, Section A by a majority vote of the membership at the October board meeting. The procedure shall be as follows unless otherwise prescribed by the Board:

A. A slate of nominees will be prepared by the nominating committee. This list of nominees will be recommended to the Board during its October meeting.

B. Additional nominees may be made by the membership for any officer position during the October meeting provided the person nominated has consented to run for that position.

C. If the slate of nominees presented by the Nominating Committee is unopposed, the membership may accept or reject the slate by simple motion. Nominations for any unopposed officer position may similarly be accepted or rejected by motion.

D. If there are competing candidates for any position, the Secretary will prepare a paper ballot. The membership will vote, with the vote being tallied by the Secretary. If the Secretary is one of the individuals on the ballot, the tally will be conducted by a Board member selected by the President. Election results will be announced following completion of the tallying. Members elected to office shall take office immediately upon election.

SECTION IV - Term of Office and Number of Terms

The term of office shall be for two years.

SECTION V - Vacancies

Vacancies in office shall be filled for the remainder of the term by appointment by the Board President.

SECTION VI - Duties

A. President: The President shall conduct all Board meetings, establish a preliminary agenda, sign checks as required, and perform such other duties as the Board may require. A second board signature is required for any checks exceeding $2000.

B. Vice-President: The Vice-President shall assist the President in the performance of his/her duties and shall perform such other duties as may be requested by the President of the Board. The Vice President is responsible for committee reports at the regularly scheduled board meetings, either by asking the committee chair to report or by reading a written report from the committee.

C. Treasurer: The Treasurer shall monitor all financial affairs of the Corporation, sign checks as required (not to exceed $2,000).and perform such other duties as may be requested by the President of the Board. S/He shall provide, in writing, a report of all organization expenditures and income at the October and March membership meetings.

D. Secretary: The Secretary shall be responsible for maintaining oversight over the organization's records and will keep minutes of all Board meetings. she will also handle or delegate written correspondence required by the organization and keep organizational artifacts. The Secretary will also perform other duties as may be requested by the President of the Board.

ARTICLE VI: COMMITTEES

SECTION I - Committees in General:

The Board shall establish such standing and special committees as it deems necessary which shall include the following standing committees:

NOMINATING and MEMBERSHIP committee
EXCHANGE committee
FUNDRAISING and FINANCE committee
MARKETING AND PUBLIC RELATIONS committee

Duties of the committees are described below.

Unless otherwise specified, each committee shall consist of not less than three persons, including at least one Board member or ex-officio Board member, and may include other persons from the community at large. The Chairperson of each committee shall be appointed by the President. The committee may make recommendations to the Board on specific Organization matters or may take appropriate action as authorized by the Board.

The members of each committee shall be appointed by the Chairperson of each committee.

The President will retain a current list of the committee's activities and members.

SECTION II - Nominating and Membership Committee

The Nominating and Membership Committee shall consist of at least three persons appointed by the President. At least one member will be a member of the Board and at least two members shall come from membership. The committee will recommend persons to be elected to serve on the Corporation's Board of Directors, fill expired terms of membership and/or vacancies created by resignation or otherwise, recommend a slate of officers on an annual basis, and accomplish such other tasks as designated by the President of the Board. The term of the Nominating Committee shall be between January and December of each year.

This committee will also assist in recruiting and sustaining general membership and developing a fee structure reflecting levels of membership.

SECTION III-The Exchange Committee

The Exchange and Interaction Committee will consist of at least three members, one of whom is a Board member. This committee will identify specific cooperative and collaborative projects between the sister cities and submit these for approval of the Board. When approved they will organize these activities in the cultural, social, and business arenas to further strengthen the relationship between these cities.

SECTION IV - Marketing and Public Relations

The purpose of the Marketing and Public Relations Committee is to assist staff in enhancing and promoting the visibility and image of the organization, and in communicating the mission and activities of the sister city relationship.. Activities may include development of advertising and branding materials, interfacing with media, identifying and advising a Board spokesperson, working to develop a marketing plan, and developing strategic messages to key audiences including alumni, legislators, and funding sources.

SECTION V - Fundraising and Finance Committee

The Fundraising and Finance Committee is responsible fundraising and development of an annual fundraising plan. Activities may include seeking funds for special or ongoing events, grant writing and other activities to support the activities of the exchange committee and the membership. The committee will also review the work of the treasure in detail. . The committee will review and forward a recommendation regarding the monthly financial report; review the annual or revised budget prepared each year by the treasure prior to its adoption by the full Board.

The Fundraising and Finance Committee shall consist of at least three persons appointed by the President. At least one member will be a member of the Board.

ARTICLE V: AMENDING PROCESS

Amendments to the bylaws may be proposed in writing by the Board President. Proposed Amendments shall be submitted to the Board Secretary.

The bylaws may be amended by the Board in any regular or special meeting by a majority vote of the Board members present, provided there is a quorum. Copies of the amendment(s) to be offered must be provided to each Board Member at least seven days prior to the meeting at which the amendments are to be considered. Revisions of the by-laws must be shared with the general membership at the spring meeting.