This association is a non-profit organization registered in Texas. Its name is China Overseas
the purposes of this association, as a non-political and non-profit organization, are 1) to facilitate information and academic exchange among overseas Chinese-heritage students, scholars and professionals in the energy and related industries, 2) and to promote business, science & technology development among Chinese-heritage communities, provided these activities are non-political and abide by all applicable laws and common ethics.
The working year of the Association, for all purposes, shall be September 1 to August 31.
Membership of the Association is open to any person who has studied or worked in Chinese or overseas petroleum universities and institutes. Those who have submitted application form and willing to follow the rules set in these by-laws will become members of this association. Members of the association have the obligation to follow all provisions set by this bylaw and will not conduct any activity to damage the reputation of this association.
There are no membership dues, as the Association is run on donations. Members are encouraged to contribute as volunteers at various charitable activities organized by the Association.
The Headquarter of the Association is at Houston, Texas
The Officers of the Association shall be the President, Vice Presidents, Secretary, and
treasurer. The President shall be pre-elected by simple majority of the membership of the
Association in attendance at the Annual meeting one year before the year of office, shall hold
office for one year and shall not be immediately re-electible. President leaving office will become
president-past for one year. Treasurer and Secretary will be elected by directors of the board at
the first board of directors meeting after the annual meeting.
There shall not be more than eighteen Directors of the Association, who shall be voting members
of the Executive Board. All shall be elected by the simple majority of the membership in
attendance at the annual meeting. Directors may serve up to two consecutive terms (with no
limit on non-consecutive terms) of two years. The terms of office of the initial Directors shall, in
order to ensure continuity in the operation of the Association, be decided by the Officers, and
may vary from one (1) to three (3) years.
The Board of the Association shall determine all the business of the Association, and all of who
shall have equal voting rights. Additionally, the immediate past-President shall be non-voting
members of the Board. The Board shall meet at the Annual Meeting and at other times at its
need or discretion.
The Board may, at its discretion, appoint such Advisory Boards and Subcommittees as it may,
from time to time, deem to be of assistance to the Association. All Advisory Boards and
Subcommittees shall be chaired by an Officer or Director. No Advisory Board or Subcommittee
(except the conference Subcommittee) shall continue in existence for more than one (1) year
without formal renewal by the Executive Board.
The Quorum for a meeting or consultation of the Board shall be six.
The Minutes of all meetings or consultations of the Board shall be recorded by the Secretary in
the Minute Book of the Association, and shall be submitted for confirmation to the next formal
meeting of the Board.
Minutes of all meetings or consultations of Advisory Boards or Subcommittees shall be kept by
a designated member of the Advisory Board or Subcommittee and shall be sent to the Secretary
of the Association to be included on the Agenda for meetings of the Board.
Matters for inclusion on the Agenda of a meeting of the Board must be received by the
Secretary of the Association not less than one calendar weeks before the date of the meeting.
The Secretary of the Association may accept matters for late inclusion on the Agenda at the
discretion of the President or, in his or her absence, by his or her designated deputy.
An Annual Meeting of the Association shall be held in conjunction with the Annual International
Conference of the Association, of which notice shall be given to all members. The Annual
General Meeting shall receive the Reports of the President, Secretary and Treasurer together
with such other reports and business as the Board may decide, and the provisional accounts for
the previous year, and shall elect Directors as necessary and appropriate.
The business of the Annual Meeting shall be determined by the Board save that items submitted
to the Secretary of the Association not less than four calendar weeks before the date of the
Annual General Meeting.
The election of Directors, when applicable, shall be by simple majority of the members present
at the Annual General Meetings. Proxy or written votes shall be entertained. In the event of a
tied vote the President, or his or her deputy pro-tem, may exercise a casting vote. Full notices of
all candidates for election shall be presented to all members of the Association by the
Secretary. All candidates for election must signify in writing to the Secretary of the Association
of their willingness to stand. Elections shall be conducted by secret ballot in accordance with
procedures established by the Board.
A Director who fails to attend, without substantial cause, two consecutive meetings of the Board
shall be deemed to have resigned his Directorship.
A Director may be removed from the Executive Board by
(a) A two-thirds majority of the whole Board.
(b) a two-thirds majority of those members present at an Annual General Meeting or a Special
General Meeting of which due notice has been given, save that no Director shall be removed
from office in his unavoidable absence and without clear statement of the reasons for the
requested removal, to which the Director must have a right of reply in person.
The President may be removed from office by a two-thirds majority of the full Executive Board
All members have equal voting rights, which may not be exercised in absentia. Members who have not participated in any volunteer roles in the working year may not exercise their votes.
The duties and responsibilities of the Officers of the Association are set out in the attached
Schedules, which may be amended by the Board at its discretion.
The activities of the Association shall be all or any of those concerned with academic study,
discussion and development both internationally and nationally as decided and interpreted by
the Board, and as indicated in the Schedule attached to these By-Laws.
This By-Laws may be amended by a two-thirds majority of the full Board or by a two-thirds
majority of entitled members of Association voting in person at an Annual General Meeting or a
Special General Meeting.
This By-Laws take immediate effect when formally ratified by the initial Directors of the
Association as recorded in the Articles of Incorporation.
Feb 1, 2020
The President shall carry out decisions made by the board of directors and coordinate all
activities of the association. The president shall chair all meetings of Board and shall preside at
the annual meeting of the Association. The President shall represent the Association before
other bodies and major speakers at the Association’s conferences and activities shall be invited
by him or her, in his or her name or on his behalf. The President shall present a Report to the
Annual General Meeting of the Association.
The Secretary shall maintain the records and minutes of the Association in all its activities and
constituent committees, and ensure that they are produced for discussion and approval at the
appropriate committees and meetings.
(a) Circulate all members of the Executive Board with the minutes of Board meetings not more
than one week after any meeting and not less than four weeks before the meeting at which they
are to be produced for confirmation.
(b) Prepare the Agenda, in consultation with the President and Officers, for all Board meetings
and circulate this Agenda and associated papers to Board members not less than two weeks
before such a meeting.
(c) Circulate all members of the Association with the Agenda and papers for the Annual General
Meeting of the Association (and any Special General Meeting) not less than four weeks before
(d) Oversee, direct and adjudicate all votes taken by the Board and members of the Association.
(e) Be a member of the Conference Subcommittee, and may be a member of any other
Advisory Board or Subcommittee at the discretion of the Board.
(f) Distribute the Newsletter of the Association to the Membership.
(g) Present an annual Report to the Annual General Meeting
The Vice President shall assist the President to coordinate routine activities of the association
and shall have powers and perform such duties as may be delegated to him by the President
and the Board of Directors. If the President is not present or absent from a meeting, the vice
president delegated by the President shall have the powers to perform the duties of President
with the approval of the Board.
The Treasurer shall maintain the accounts of the Association authorized by the Board and the
books of the Association.
(a) Report to the Board at its meetings and shall present a Financial Report and Accounts for
the previous financial year to the Annual General Meeting, at which they must be approved.
(b) Recommend appropriate levels of fees and dues for approval by the Board.
(c) Control and approve all expenditure and financial undertakings on behalf of the Association.
No expenditure or liability incurred without the Treasurer’s formal approval shall be a charge
upon the Association.
(d) Be a member of the Conference Subcommittee and any other Advisory Board or
Subcommittee which has, or may have, a financial aspect and shall exercise a decisive voice in
the establishment of any fees, dues or charges, which must be formally approved by him.
The Directors of the Association shall attend and participate fully in the meetings of the
Executive and shall take on such specific responsibilities as the Board may from time to time
decide and report.