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Article I. Name
1. The organization will be known in English as the Professional Association for China's Environment, abbreviated as PACE (hereinafter referred to as PACE or the organization).

Article II. Purpose and Mission
2. PACE is a voluntary non-profit and non-political organization. It aims at promoting environmentally sustainable development in China, and consists of professionals who are committed to, working for and/or interested in China's environmental issues. PACE sponsors various activities related to China's environment. With the cooperation of partners at various local, national and international levels, PACE will endeavor to make contributions to the well-being of present and future generations in China as well as in the rest of the world.

Article III. Membership
3. Any individual who shares PACE's missions and goals may apply for membership by filling in a membership application form and paying the current membership fee as established by the Board of Directors, if any.
4. All members are eligible to participate in PACE meetings and various other programs, to receive PACE's newsletters and other publications free or at a reduced rate, and to run and vote for PACE s Directors and officers.

Article IV. Board of Directors
5. PACE is supervised by its Board of Directors (the Board ). The Board shall have the authority, power and responsibility for the general management, control and supervision of the affairs, business, activities, property and assets of the corporation, and may make such rules, regulations and guidelines for the promotion and advancement of the organization and its purposes as the Board may deem advisable in accordance with the purposes and limitations set forth in the Certificate of Incorporation and these Bylaws.
Directors approve operational and management procedures, review and approve PACE work plans proposed by the President and/or other officers, and support the President in managing various activities (see Annex 1 to these Bylaws for a description of Director Responsibilities and procedures). Directors shall be elected by PACE's members through a majority voting process described in Annex 2 to these Bylaws. Each director shall serve for a four-year term, and can be re-elected. The Board consists of fifteen Directors; sevev or eight Directors shall be elected at each election in order to achieve the staggered terms of office.
6. The Board of Directors elects its chairperson. The chairperson chairs Board meetings and represents the Board. The chairperson serves a two-year term, and can be re-elected (see Annex I for responsibilities).
7. The Board of Directors shall determine the distribution of assets on dissolution or final liquidation and other legal and financial issues, subject to provisions on asset distribution established by grant agreements entered into by PACE. In order to be consistent with PACE s mission, distribution of any remaining financial assets will be to a non-profit organization or organizations for activities related to protection of China s environment.

Article V. PACE President, Officers, Agents, and Employees
8. PACE is managed by its President. The President shall be elected among PACE s Directors through a majority voting process, and serves a two-year term. Each individual can serve as President for no more than two terms.
9. The President nominates other officers of PACE such as the Vice President(s), Secretary, and Treasurer of the organization for review and confirmation by a majority vote of the Board of Directors. These Officers may not concurrently be members of the Board of Directors, but may participate in PACE Board meetings to observe, participate in discussion, and report on activities in which they are involved. The President may also nominate agents to legally represent PACE for approval by a majority vote of the Board of Directors.
10. The President may also recruit other PACE managers and staff, including program managers, regional coordinators, and other staff members recruited by the President to assist in the association s administration. These positions do not require approval by the Board of Directors in order to be effective, but do require the President to inform the Board in writing of these appointments. Where appropriate and necessary to achieve PACE goals and implement PACE programs, the President may also recruit and hire PACE employees, subject to work plans and budgets approved by the Board of Directors.
11. The President and other officers shall report their activities at least quarterly to the Board of Directors. Significant work programs shall be approved by the Board of Directors. The President and other officers can be impeached by a majority vote of two-thirds of the Directors. See Annex 1 for further detail regarding specific responsibilities.
12. Nominated by PACE Chairperson and approved by more than half majority of the BOD members, PACE BOD may appoin a Honored President from among its former Directors for the purpose of assisting PACE Chairperson and President at their work by taking advantage of his/her rich experiences with PACE and resources, so that they could continue to serve PACE within their personal capacity.

Article VI. Advisors
13. PACE may designate important individuals as its advisors, nominated by the President and/or the Directors and approved by the majority of the Directors.

Article VII. Contracts, Checks, Bank Accounts and Investments
14. The board shall determine who is authorized to sign contracts and other documents on the organization's behalf (see Annex 3: Financial Procedures). No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
15. The board shall select deposito-ries for funds of the organization. Funds of the organization may be held as cash or invested as determined by the board.

Article VIII. Conflicts of Interest, Contracts, and Services of Directors and Officers
16. When any matter comes before the Board or any committee of the Board in which a director or an officer has an interest, the interested director or officer shall immediately disclose the interest to the Board or committee.
17. Whether a director or an officer has an interest in a matter shall be determined by whether that person would derive an individual economic benefit, either directly or indirectly, from the decision on the matter by the Board or committee.
18. No director shall vote on any matter in which she or he has an interest.

Article IX. Office and Books
19. The office of the organization shall be at the location set forth in the Certificate of Incorporation or at another location chosen by the Board.
20. There shall be kept at the office of the organization correct books of account of the activities and transactions of the organization, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws and all minutes of meetings of the Board.

Article X. Fiscal Year
21. The fiscal year of the organization shall be from July 1 through June 30.

Article XI. Indemnification
22. The organization may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she was a director, officer, or employee of the organization, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.

Article XII. Amendments
23. The Bylaws shall be interpreted by the Board of Directors. They can be revised with the consent of two-thirds of the directors.

 

Annex 1: Responsibilities and Procedures for PACE Board of Directors and Officers
I. Board Responsibilities and Procedures
1. Article IV of PACE s Bylaws states PACE is supervised by its Board of Directors. Directors provide guidelines and regulations on PACE's activities, review PACE s working plans proposed by the President and/or other officers, and support the President in managing various activities. The purpose of this Annex is to provide further detail regarding how the Board will exercise these functions and regarding the responsibilities of individual Directors to PACE and to other Board members.
2. The Board will conduct meetings either in person, by conference call, or by email or other electronic mail at least once per half year. In the case of special circumstances the Board may conduct meeting once per year, or conduct meeting by E-mail upon the request of Board Director(s). Meetings conducted by electronic mail will take place during the last full week of the quarter and will consist of email exchanges over the course of that week. The Chair will prepare a proposed agenda for each meeting, which will be distributed by email no later than the day before the meeting begins. Any other Director may also propose issues to be discussed or voted on at the meeting. Such additional items will be added to the agenda by consensus, or if individual Directors do not agree with the additional items, by majority vote.
3. The proposed agenda will be the first item discussed and, if necessary, modified by consensus or vote, at each meeting. Following this, individual agenda items will be discussed and voted on.
4. A two-thirds majority of Board members may call a special session of the Board at any time. All Directors must be notified of such a session at least three business days before it begins. Each special session shall last at three business days from start to finish.
5. Directors will be responsible for reviewing the email discussion of all issues discussed during Board meetings, and should contribute to that discussion. Voting will generally begin at the end of the week, or when discussion of a given issue has by consensus been completed. Votes will then be tabulated during the week following the meeting, and any vote received by email during that time (or by phone or fax, if the director does not have immediate access to email) will be valid. The Chair will then prepare and distribute a meeting summary, including the results of any votes taken. Votes will be tabulated and the results reported by the Chair.
6. When the Board is not in session, Directors are not required to respond to calls or emails from other Directors or to contribute to inter-session discussions among Directors or with officers, but may do so freely.
7. At the Board s last meeting of each PACE fiscal year, the President will present to the Board a work plan for the following fiscal year. This work plan should include activities proposed for the new year, a plan to undertake these activities, a proposed budget, and identification of strategic and policy issues that should be addressed by the Board that year. The President may also propose individual Directors to lead certain PACE activities and review functions. At this meeting, the Board will also review the work program presented and proposed by the President for the upcoming year, including the proposed budget.
8. Official Board meetings can and should be supplemented by regular meetings of committees of Board members, officers, and other PACE managers and staff, either in person or via email, telephone conference call, or other means of communication. All Board members should be informed of these meetings in advance and either be given the opportunity to participate or provided with a summary of meeting results after the meeting. The Board may also create committees to oversee and/or implement specific tasks and convene (either in person, by phone, via email, or by any other means of the committee s choosing) on a more regular basis (e.g., once per month) and report on the results of these meetings to the Board. These reports need not take the form of a formal report and could instead take the form of cc ing the full Board on email communications.
9. A Director, at a minimum, shall lead at least one major committee/task that addresses issues which are vital to PACE s existence and future development. Each Director should participate in or organize PACE activities at least twice in his/her terms of office.
10. If a Director cannot participate in Board activity (consisting of Board meetings and votes) for a total of six months, this Director should resign from his/her post; if a Director does not participate in Board activity for more than one year, this Director shall be automatically removed from his/her post.
11. Any Director may resign from office at any time by delivering a written resignation to the Chair. Unless the written resignation requires it, acceptance of a resignation shall not be required to make it effective. The Board of Directors shall be notified of any such resignation within thirty days thereof. While a Director may resign at any time, a resigning Director is encouraged to resign immediately prior to a scheduled Board election, so that the resigning Director s slot can be filled in that election in addition to slots of Directors whose terms are expiring.
12. The Board, by vote of a majority of the Directors then in office, may elect new Directors at any meeting of the Board to fill any newly created vacancies due to resignation or other reasons. Directors elected to fill vacant positions shall serve for the remainder of the term vacated and until the election of their successors at the next regularly scheduled election.

II. Chairperson and Officer Responsibilities
(a) The Chair shall
1. preside at all meetings of the Board;
2. keep the Board fully informed and freely consult with members of the Board concerning the activities of the organization;
3. be authorized to sign checks and contracts on behalf of the organization, subject to the limitations of these by-laws;
4. be an ex-officio member of all committees;
5 have any other powers and perform any other duties assigned by the Board.
(b) The President shall
1. have general charge and supervision of the day-to-day affairs and business of the organization;
2. prepare an annual work plan and budget for review and approval by the Board;
3. be authorized to sign checks and contracts on behalf of the organization, subject to the limitations of these by-laws;
4. be an ex-officio member of all committees;
5. provide at least quarterly reports to the Board of PACE activities and a report summarizing results of the year for last meeting of the year;
6. nominate other officers of PACE such as the Vice President(s), Secretary, and Treasurer for review and confirmation by a majority vote of the Board of Directors;
7. nominate agents to legally represent PACE for approval by a majority vote of the Board of Directors;
8. recruit other PACE managers and staff, including program managers, regional coordinators, and other staff members to assist in the organization s administration (these positions do not require approval by the Board of Directors in order to be effective);
9. where appropriate and necessary to achieve PACE goals and implement PACE programs, recruit and hire PACE employees (subject to work plans and budgets approved by the Board of Directors);
10. have any other powers and perform any other duties assigned by the Board.
(c) The Vice-President shall
1. manage specific programs as assigned by the President and/or the Board;
2. in the absence or inability of the President to act, perform the duties and exercise the powers of the President;
3. support the President in managing day-to-day activities of the organization;
4. perform any other duties assigned by the Board.
(d) The Secretary shall
1. keep the minutes of all meetings of the Board in books provided for that purpose;
2. maintain the official records of the organization, which include but are not limited to minutes, contracts, historical data, etc.;
3. serve, or cause to be served, all notices of the organization; and
4. perform any other duties assigned by the Board.
(e) The Treasurer shall
1. keep, or cause to be kept, full and accurate accounts of receipts and disbursements of the organization;
2. be authorized to sign checks on behalf of the organization, subject to the limitations of these by-laws;
3. deposit, or cause to be deposited in a timely manner, all funds,securities and other valuable documents of the organization in the name of the organization in depositories designated by the Board; and
4. render a report of the organization's financial accounts at the first Board meeting of the year, showing in appropriate detail for the previous year:
(i) the assets and liabilities of the organization as of a twelve-month fiscal period of the organization, terminating not more than six months prior to the meeting;
(ii) the principal changes in assets and liabilities during that fiscal period;
(iii) all revenues of the organization during that fiscal period; and
(iv) all expenses of the organization during that fiscal period.
The report to the Board may consist of a verified or certified copy of any report by the organization to the Internal Revenue Service or the State Attorney General that includes the information specified above. The report shall be filed with the minutes of the meeting of the Board.
5. At all reasonable times, make the organization's books and accounts available to any officer or Director of the organization whenever required by the Board, and render to the Board or other bodies so requiring a state?ent of the organization's accounts. The Treasurer shall also perform any other duties assigned by the Board.

 

Annex 2. Election Procedures
I. General Procedures
Elections will take place in April and/or May of years in which new Board members are to be elected, as determined by the Board of Directors. During each Board election, four or five (out of a total of nine) new Board members will be elected. Elections will be held every two years for a four-year term for each new Board member beginning on July 1 of that year, such that the addition of new Board members will take place every two years, allowing for both infusion of new members of the Board and maintenance of continuity through members elected in the prior election.

II. Election Committee
For each election of new Board of Directors members, the current Board will designate an Election Committee to be independently responsible for collecting nominations and counting ballots during the election. The Election Committee members are not eligible for candidacy for the positions being filled during the election. Election Committee members are responsible for handling the election process in a neutral, transparent, and professional manner. The Board will also designate the method that the Election Committee will use to receive nominations and votes, which will in general will be via electronic mail or other comparable approach. The Board will then inform the PACE membership of Election Committee members, the election schedule, and election procedures, as set out below.

III. Nomination Procedure
The election will be preceded by a Nomination Period of two weeks, generally (and unless otherwise designated by majority Board vote) beginning on a Monday and ending at 5:00 pm U.S. Eastern Standard Time on the second following Friday. Any PACE member registered before the beginning of the nomination period will be eligible to be a candidate for the Board of Directors through either of the following two ways: (1) self-nomination; or (2) nominated by a PACE member and accepted by the person nominated. Nominations must be sent to all Election Committee members.
To keep PACE members updated with the latest progress in nomination, the interim results of the candidate nomination will be posted by the election committee regularly approximately on a three-day basis) during the nomination period. The election committee will be responsible for sending emails confirming receipt of nominations to each nominee.
The election committee will inform each candidate of his or her eligibility for candidacy in a timely manner, and in any case no later than the last day of the nomination period. Each candidate must then provide the election committee with a short statement (no more than 200 words) with brief biographical information and describing what the candidate can contribute to PACE by no later than 9:00 am on the Monday following closing of the Nomination Period. The election committee will review and edit longer statements, or require candidates to do so. Candidates who do not reduce the length of their statements to meet the 200-word limit shall be removed from the election.

IV. Voting Procedure
The Voting Period will begin on the Monday following the Nomination Period and will continue for at least two weeks. The Election Committee will send out electronic ballots to all PACE members on the first day of the Voting Period, including the final list of candidates and candidates' personal statements. Each PACE member will receive one ballot. All PACE members registered before the beginning of the Nomination Period shall have the right to vote for up to a maximum of four or five (depending on the number of Board members to be elected). Voting for more than this number of candidates will invalidate the ballot. Votes should be submitted in the prescribed manner to the Election Committee before 5pm U.S. Eastern Standard Time on the second Friday after the beginning of the Voting Period.

V. Notification of Election Results
The Election Committee will be responsible for counting the number of votes for each candidate and reporting the final result to all PACE members no later than June 1. The candidates receiving the highest number of votes will be elected to the Board of Directors and will serve a four-year term beginning on July 1st. The Election Committee will also inform outgoing Board members and individual candidates of the number of votes received by each candidate.

 

Annex 3: Financial Procedures
I. General Policies and Provisions
1. All donations, receipts and disbursements shall be accompanied by written record of the amount donated or disbursed, the name and address of the donor or disburser and any accompanying instructions regarding the use of the donated or paid funds.
2. All PACE donations, receipts, disbursements and related funds shall not be managed, deposited, invested, or controlled by institutions employing PACE Board Directors having access or handling rights with regard to PACE funds.
3. Record keeping responsibilities with regard to PACE donations, receipts, disbursements and related funds shall not include physical control over these same donations, receipts, disbursements and related funds. In turn, PACE Board Directors with physical control over PACE donations, receipts, disbursements and related funds shall not include responsibility for record keeping in regards to these same donations, receipts, disbursement and funds.
4. Records related to PACE donations, receipts, disbursements and related funds shall be maintained, in their entirety, at PACE headquarters in Washington, D.C.
5. Decisions regarding the distribution of PACE donations, receipts, disbursements and related funds shall be made by the President and the Treasurer; approval of a majority of the Board of Directors shall be required for disbursements over U.S. $1,000.
6. Unless changed via majority vote of the Board of Directors, PACE will use a cash basis accounting method.
7. Accounting functions will be supervised by the PACE Treasurer. The Treasurer will act as PACE's accountant, and will be assisted by a Cashier to be appointed by the President. The Cashier will exercise physical and administrative control over PACE donations, receipts and related funds pursuant to these procedures. The Cashier will not have signature authority over PACE financial accounts, and should be unrelated (by blood or marriage) to either the President or Treasurer.
8. PACE will keep only one set of official accounting books. These books will be maintained at the organization s office in a secure place. Sign out procedures shall be employed to record access to the books. To prevent loss of accounting records due to fire, theft, or other uncontrollable events, an unofficial copy of PACE's accounting books may be maintained at a second location.
9. Entries in PACE account books shall be made on a timely basis.
10. Separate Procedures on the Management of PACE Donations, Receipts, Disbursements and Related Funds shall be established to govern PACE branch offices.
11. Nothing in these Procedures shall be interpreted as condoning any illegal, unethical, or unfair conduct on the part of the PACE Board of Directors or PACE members.
12. Receipt and disbursement of PACE donations and related funds pursuant to these procedures presupposes compliance with all other laws related to corporate status and accounting.

II. Receipts by Check, Wire Transfer and Other Means
1. Checks should be addressed to "PACE and sent to an address designated by the Board of Directors. Upon receipt, checks will be forwarded to the Cashier. Upon receiving checks, the Cashier will log in the receipts and notify the Treasurer/Accountant in writing of the amounts, names and addresses of the donors or payers and any other relevant information, such as donor indications for use of donations. The Cashier shall forward the checks to a bank or other appropriate financial institution designated by the Treasurer for deposit into the PACE account. The Cashier shall strive to deposit checks within three working days of receipt and shall submit deposit slips to the Treasurer/Accountant within three working days of receipt.
2. Upon receiving wire transfers, the Cashier shall log in the wiring information received with the notification of wire transfer and notify the Treasurer/Accountant in writing of the wire transfer amount, sender and date of receipt.
3. Donations in the form of cash shall be discouraged. Nevertheless, if received, these donations shall be accompanied by written record of the amount received, names and addresses of donors or payers and any other relevant information. Receipts shall be issued to the donor or payer.
4. Upon notification of receipt of checks, wire transfers, deposit slips, or cash or other funds, the Treasurer/Accountant shall properly record the transaction in the PACE account books. After receiving monthly Bank statements for the PACE account, the Treasurer/Accountant will reconcile the amounts recorded in the book with the entries in the Bank statements.
5. PACE may accept donations of goods, including equipment, if these goods or equipment are related to PACE projects or administrative work. Nevertheless, such donations shall be subject to the same written record and reconciliation requirements as monetary donations.

III. Disbursements, Requests for Reimbursement or Disbursement, and Related Procedures
1. PACE members who must purchase equipment, rent facilities, or pay for services or goods on behalf of PACE for PACE activities shall fill out a Request for Payment form (to be obtained from the Treasurer or Cashier). Requests for Payment shall be accompanied by invoices and other documents, as appropriate. Requests for Payment shall be submitted to the Treasurer, who will obtain authorization for disbursements in conformity with these Procedures from the President or through majority vote of the Board of Directors, as appropriate. Upon receipt of the Request for Payment, the Treasure shall make two copies. The Treasurer shall retain one copy of the Request for Payment for his/her records, submit one copy to the Cashier, and insert the original into the official PACE financial records. The Request for Payment may serve as the written record for an amount disbursed referred to in section I.1. above.
2. Checks or other means of payment of less than $250 may be signed by either the Chair, President, or the Treasurer (one signature suffices). For payments of more than $250 but less than U.S. $1,000, checks shall be signed by two of the previously mentioned signatories. Checks will be prepared for signature by the Cashier, who will write the checks upon receiving proper approval. If a Request for Payment amounts to more than U.S. $1,000, approval by majority vote of the Board of Directors is required before issuance of the check in response to that request. The approval by majority vote of the Board of Directors may be in the form of an annual, event or activity Budget approved by the Board of Directors in advance of the Request for Payment, or by a special resolution of the Board of Directors. Disbursement authorizations or checks written in response to Requests for Payment exceeding U.S. $1,000 that are approved by the Board of Directors, shall also be signed by both the Acting or Elected President and the Treasurer. Such checks will be prepared for signature by the Cashier, who will write the checks upon receiving notice of proper approval from the Board of Directors.
3. Upon receiving approval and/or signatures from the Board of Directors, the Cashier will execute the original check and submit it to the payee. A copy of the original check shall be retained by the Cashier and submitted to the Treasurer/Accountant after payment, along with the canceled Request for Payment or invoice.
4. The Treasurer/Accountant shall record disbursement transactions in the PACE account books. Upon receipt of PACE bank statements, the Treasurer/Accountant shall reconcile the disbursements with the withdrawals reflected in the bank statements.
5. The approval and record keeping procedures that apply to checks shall apply, where practicable, to wire transfers made in response to Requests for Payment.

IV. Financial Statements and Reports
A quarterly financial statement shall be prepared and submitted to the Board of Directors for review within thirty days of the end of each quarter and presented by the Treasurer at the following Board meeting for the previous quarter. An Annual Report shall also be prepared and made accessible to the PACE membership body.