By-Laws
1. In these by-laws:
a) A Society means _ International China Art Union, ICAU
c) A Special Resolution means a resolution passed by not less than three-fourths entitled to vote as are present in person at a general meeting of which notice to propose the resolution as a special resolution has been duly given.
Membership
2. Those to whom the Society is ultimately accountable shall be the members of the Society. This will include a minimum of five (5) subscribers to the Memorandum of Association incorporating said society, and other such persons as described herein.3
3. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and, if of legal age, to hold any office
4. Membership in the Society shall not be transferable.
5. Membership in the Society shall consist of those who support the objects of the Society5 and/or
a) Contribute to its support in an amount to be determined, and/or
b) Reside in _______________________________________ and/or
c) _______________________________________________________
6. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any individual shall constitute admission to membership in the Society. Organizations may be admitted to membership in the same manner.
7. Membership in the Society shall cease upon the death of a member, or if by notice in writing to the Society, he/she resigns his/her membership, or if he/she ceases to qualify for membership in accordance with these by-laws.
Fiscal Year
8. The fiscal year of the Society shall be the period from ________________ to ________________
Members’ Meetings
9. Every member shall have one vote and there shall be no proxy voting.
10. a) An ordinary or special general meeting of the members called by the Chair or directors may be held at any time and shall be called if requested in writing by (% or #) of the members.
b) An annual general meeting (AGM) of the Society shall be held within three months after the end of each fiscal year of the Society.
11. Seven (7) days notice to members is required for an ordinary general or special general meeting of the members. The notice must specify the date, place and time of the meeting and in the case of special business, the nature of such business shall be given to the members. Such notice is to be given to the members by means deemed by the directors to be effective. This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail and/or other electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting
12. One month=s notice is required for an annual general meeting. The notice must specify the date, place and time of the meeting and, in the case of special business, the nature of such business shall be given to the members. Such notice is to be given to the members by means deemed by the directors to be effective. This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail and/or other electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any annual general meeting.
At the annual general meeting of the Society the following items of business shall be dealt with and shall be deemed ordinary business:
a) Minutes of the previous annual general meeting
b) Consideration of the annual report of the directors
c) Consideration of the annual financial report of the Society and, if required by these by-laws, the appointment of auditors for the ensuing year.
d) Election of directors and, if required by these by-laws, election of officers6
e) Special Resolutions about changes in by-laws (if any)
All other types of business transacted at an ordinary general, annual general or special general meeting of the members shall be deemed special business.
13. No business shall be transacted at any members= meeting of the Society unless a quorum of members is present at the commencement of business and such quorum shall consist of (# or %)
14. If, within one-half hour from the time appointed for a members= meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In all other case it shall stand adjourned to such time and place as a majority of the members then present shall direct. At such adjourned meetings the members present shall constitute quorum only for the purpose of winding up the Society.
15. The Chair, or in his/her absence, the Vice-Chair, or in the absence of both of them, any member appointed from among those members present, shall preside as Chair at members= meetings.
16. At a members= meeting the Chair shall have a vote. In the case of an equality of votes, the motion shall be lost.
17. The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from placetoplace, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
18. At any meeting, unless a poll is demanded by at least three members, a declaration by the Chair that a resolution has been carried and the entry in the minutes shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society.
Directors
19. Unless otherwise determined by special resolution, the number of directors shall not be less than five (5) or more than____#. The minimum of five (5) subscribers to the Memorandum of Association shall be the first directors of the Society.
20. Any member of the Society of legal age (or with guardian consent) shall be eligible to be elected a director of the Society.
21. Directors shall be elected by members at annual general meetings of the Society as per bylaw #12 (d).If organizations are admitted to membership, the members may elect, as a director, a representative nominated by each of the organizations. 8 The remaining directors shall be elected by the members from among their number.
22. At the annual general meeting of the Society, the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected. Retiring directors shall be eligible for re-election.
23. In the event that a director resigns his/her office or ceases to be a member in the Society, whereupon his/her office as director shall be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.
24. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the director in whose place he/she is appointed would have held office if he/she had not been removed.
25. Directors who have, or could reasonably be perceived to have, a conflict of interest with respect to the affairs of the society, have a duty to declare this interest. Such a declaration is to be made to the members upon nomination or, if serving as a director, when the possibility of a conflict is realized.
A conflict of interest does not preclude a member from serving as a director provided that he/she withdraws from decision making on matters pertaining to that interest and that such withdrawal is duly recorded.9
26. Directors are not entitled to remuneration for service but may be reimbursed for reasonable expenses incurred in the conduct of their duties. Such expenses maybe specified in advance by the Board of Directors..
27. The responsibility for the management of the activities of the Society shall be vested in the directors who, in addition to the authorities and responsibilities outlined by these by-laws or otherwise expressly conferred upon them, may exercise, within the limits of the law, all powers as may be required by the Society to achieve its purposes. In particular, the directors shall have power to set policy to guide the management of the society, engage staff, and to determine his/her/their duties, responsibilities and remuneration. The directors may appoint an executive committee and other committees consisting of directors and/or other such persons they may determine are required.
Meetings (Board Meetings)
28. Meetings of the Board of Directors shall be held as often as the business of the Society may require but not less than quarterly. A meeting of directors may be held at the close of every ordinary or annual general meeting of members of the Society without notice. Special board meetings may be called by the directors. If notice is required it shall specify the time and place thereof and shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place. Non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
29. No business shall be transacted at any meeting of the Board of Directors unless at least (# or %) the directors are present at the commencement of such business.12
30. The Chair or, in his/her absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present shall preside as Chair at meetings of the Board.
31. At a directors= meeting, the Chair shall have a vote. In the case of an equality of votes, the motion shall be lost.
Officers
32. The officers of the Society shall be a Chair, a Vice-Chair, a Secretary and a Treasurer. The offices of
Treasurer and Secretary may be combined.
33. Board may elect one of their number to be the Chair of the Society. The Chair shall be responsible for the effectiveness of the Board of Directors and shall perform such other duties as may be assigned to her/him by the Board from time to time.
34. The Board may also elect from their number a Vice-Chair. The Vice-Chair shall perform the duties of the Chair during the absence, illness or incapacity of the Chair, or during such period the Chair may request him/her to do so.
35. There shall be a Secretary of the Society who shall be responsible for the minutes of the meetings of members and directors, and shall perform such other duties as may be assigned to him/her by the members.
The directors may also appoint a Recording Secretary who is not a Director, for the purpose of taking minutes. The minutes of all the meetings of the Society and other legal books and records of the Board of Directors Shall also be the responsibility of the Secretary.14
36. The Board shall also appoint a Treasurer of the Society who shall be responsible for overseeing financial management practices, insuring that the Directors understand the financial situation of the Society and may carry out other such duties as the Board may assign.15
Audit of Accounts
37. The directors are responsible for insuring that members receive annually a written report on the financial position of the Society. This statement shall be in the form of a balance sheet showing the particulars of its liabilities and assets, and a statement of its income and expenditures for the past year. A copy of the financial report, as a true and fair account of the society’s financial affairs, shall be signed by the auditor or, if there is no auditor, by two directors and shall be filed with the Registrar within fourteen days after the annual general meeting in each year as required by law.16
38. An auditor for the Society may be appointed annually by the members of the society at the annual general meeting and, on the failure of the members to appoint an auditor, the directors may do so.
Miscellaneous
39. The Society has power to repeal or amend any of these by-laws by a special resolution passed by the members, subject to the approval of the Registrar.
40. The Society shall file with the Registrar, with its Annual Financial Statement, a list of its directors with their addresses, occupations, and dates of appointment or election, and, within fourteen days of a change of directors, notify the Registrar of the change.
41. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
42. If the Society has a seal it shall be in the custody of the Secretary and may be affixed to any document upon a resolution of the Board of Directors.
43. The annual financial statements and minutes of membership and directors meetings may be inspected by any member with one week’s notice at the registered office of the Society. All other books and records of the
Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.
44. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair or the Vice-Chair and the Secretary, or otherwise, as prescribed by a resolution of the Board of Directors.
45. The borrowing powers of the Society may be exercised by special resolution of the members.
46. The Board shall insure that the Society’s assets are protected against damage and loss, and, if it is determined that considerable risk is involved, the directors themselves are adequately protected against liability resulting from a legal action, suit or proceedings in respect to the execution of the organization’s mission
ICAU会员制度 preliminary version
1. 会员制度分为永久会员（permanent member) 和普通会员（regular member)
2. 如何成为会员
可以通过论坛免费注册成为普通会员，通过对ICAU的贡献逐渐增加在组织内部的声誉，当声誉到达一定程度的时候，通过永久会员委员会对该会员做各方面评估，决定是否能够成为永久会员。作为永久会员是一种荣誉。
3. 会员的利益
普通会员，可以享受组织的所有服务
永久会员享有永久会员资格，是终身荣誉，可以直接参与ICAU的发展规划和管理
组织会建立论坛，网站，为所有会员提供分享信息的平台，并且建立信息管理中心，提供学校，工作的基本信息，还会简历会员空间，提供portfolio平台，不定期会组织各个学校的admission officer进行作品评估，建立成熟的作品评估系统；同时对于想在国外发展的设计师和艺术家提供就业指导和职业讨论，也为所有设计师建立一个良好的交流交际圈子。本着互相帮助的原则，通过友好的方式建立起对中国未来设计艺术事业有突出贡献的组织
4. 会员的责任
根据不同的声誉，高声誉会员有义务帮助新会员了解ICAU,并且帮助新会员提供一些信息帮助和必要的指导。旨在提高中国设计艺术的整体综合水平。鼓励所有会员分享自己的信息。
5. 本会员制度会通过ICAU会议完善，并且所有解释权归ICAU所有。
会员申请方式：
请您认真填写表格，并将表法发送到 info@i-cau.org
加入会员您会定期收到会员杂志，包括国内外艺术动态，会员动态，特别留学信息，招生信息，以及海外就业，实习职位等。
会员内部杂志，通讯录说明：
凡是提交表格的申请者，可以加入会员群，观看内部会员杂志。你必须提交和申请表一致的邮箱，并用此邮箱注册google group才可访问，谢谢合作。
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