The name of the organization shall be American Club in China, hereinafter called the "Club". The objectives of the Club shall be to promote international relations and to foster interchange of culture between the United States of America, the Republic of China and other countries.

To accomplish the objectives in the foregoing article the Club shall undertake to establish and administer a non profit seeking organization and acquire premises where members may meet and enjoy recreational and social facilities.

The Club will promote the collection and dissemination of visual and written material furthering the cultural relations between the United States of America and the Republic of China.

[a.] The government of the Club shall be vested in the Board of Governors which shall consist of not less than 11 voting Bondholders, not more than three of which may be Associate voting Bondholders, plus six alternate Governors to serve in case of vacancies, elected by secret ballot at an Annual General Meeting of the voting bondholders of the Club or at an extraordinary General Meeting. A quorum of the Board of Governors shall consist of not less than six Governors. The Board of Governors shall meet a minimum of four times a year.

[b.] Should the list of Alternates be depleted and the number of Governors falls below two-thirds of the numbers set in Article 4(a) the President of the Board of Governors shall, pursuant to the powers vested in him by Article 47, call an extraordinary General Meeting of the Members to elect new Governors, as appropriate, to fill the vacancies.

The Board of Governors shall have the following Officers:
President
Vice President
Secretary
Treasurer

who shall be chosen by and from the Board of Governors. The functions of the Board of Governors shall be as follows:
[a.] To convene general meetings of Members.
[b.] To execute resolutions adopted at general meetings of Members.
[c.] To plan and program Club activities.
[d.] To carry out other functions prescribed by law and/or ordinances as well as by the constitution.

[a.] The Club shall have a Board of Supervisors which shall consist of three Voting Bondholders, not more than one of which may be an Associate Voting Bondholder plus one alternate Supervisor to serve in case of vacancy. The Supervisors shall be elected by secret ballot at an Annual General Meeting of the Voting Bondholders of the Club or at an Extraordinary General Meeting. The Board of Supervisors shall meet a minimum of four times a year.

[b.] The functions of the Board of Supervisors are to oversee the execution of affairs of the Board of Governors and to examine and approve the annual final statement of accounts of the Club. The first elected Board of Supervisors shall serve until the end of the year in which they are elected. Subsequently elected Supervisors are to serve for a two year term and may be re-elected.

[a.] The President shall appoint a Nominating Committee of six voting bondholders. The Chairman of the Committee shall be a member of the Board of Governors.

[b.] The Nominating Committee shall prepare a multiple slate of nominees for Governors and Supervisors for election. Names of nominees proposed by the Committee shall be posted on the Club bulletin board at least four weeks prior to election.

[c.] Additional nominees may qualify to run for Governor or Supervisor by presenting to the Chairman of the Nominating Committee three weeks prior to election, a letter of nomination signed and seconded by two Voting Bondholders, plus a statement signed by the Nominee of intent to serve if elected. The names of such Nominee(s) shall be posted on the Club bulletin board as "Additional" Nominee(s)" by the Chairman of the Nominating Committee upon receipt. The name(s) of such nominee(s) shall be noted on the ballot as "Additional Nominee(s)".

[d.] Nominees receiving the highest number of votes cast by the voting bondholders considered present at the Annual General or Extraordinary Meeting shall be elected as Governors, Supervisors, Alternate Governors and Alternate Supervisors (collectively Alternates). The names of nominees elected as Governors and Supervisors shall be listed alphabetically. The names of nominees elected Alternates shall be listed in order of the number of votes received.

The elected Governors and Supervisors shall assume their respective duties and responsibilities in the Club on the first day of the month following their election.

The first elected Board of Governors of the Club shall have not less than four Governors serving for a two year term and not less than three Governors serving for a one year term. Subsequently elected Governors are to serve for a two year term.

The Board of Governors shall, for the purpose of the Club, have the power to establish bank accounts, to borrow or invest monies, to mortgage or pledge properties of the Club and may do all such related acts and things as may be delegated by the membership at a General Meeting. All these acts and things shall require a majority of votes of the Board of Governors.

The Board of Governors shall have the power to establish, alter, add to or repeal By-Laws and regulations of the Club. Any such acts shall be posted for one month on the Club bulletin board.

The Board of Governors shall reserve the right to appoint and discharge all employees of the Club and to fix the amount of their remuneration.

The Board of Governors shall form three Board Committees, the Finance Committee, the Membership Committee and the House Committee, and may form other committees as required. Other members of these Committees may include regular or associate members, however regular members must comprise a majority of the Finance and Membership Committees.

The Board of Governors shall cause true accounts to be kept of the moneys received and expended and of the assets and liabilities of the Club. The accounts shall be made up and closed as of the last day of each month and shall be made available to any Member upon request.

The Board of Governors, at its discretion, may appoint a non-voting member to serve without voting privileges on the Board of Governors and who may be invited to attend all regular Board meetings. This individual shall be appointed at the second regular board meeting following the Club's annual election of Governors.

[a.] The House Committee shall consist of a minimum of five Members including the Chairperson, who shall be a member of the Board of Governors, and a Vice Chairperson, who shall be selected by the Board of Governors, from the Club's general membership. The Chairman shall appoint people from the general membership of the Club to complete this Committee. The House Committee, through the Club's President, shall guide, direct, and assist the Club's General Manager in maintaining the highest possible standards in all areas of the Club's operation; provided that all major changes shall be approved by the Board of Governors.

[b.] In order to implement these responsibilities, various members of the House Committee will be appointed by the House Committee Chairperson to head up sub committees which shall include: (1) Food and Beverage, (2) Buildings and Grounds and (3) Tennis.

President -- The President shall supervise all affairs and actions of the Club. He/She shall preside at all meetings and shall have the authority to appoint the Chairperson of all Board Committees with the approval of the Board of Governors.

Vice President -- The Vice President shall assume all duties and responsibilities of the President in the event of absence of the President.

Secretary -- The Secretary, when called upon, shall keep records of the Club, issue all correspondence, maintain membership rolls and shall affix the Seal of the Club, with the authority of the Board of Governors and in the presence of at least one Member of the Board of Governors. All such instruments shall be signed by the members of the Board of Governors present and shall be countersigned by the Secretary.

Treasurer -- The Treasurer shall oversee all financial matters of the Club. The Treasurer shall be Chairperson of the Finance Committee.

The initial total membership shall be limited to 200 Members. The Board of Governors shall have the right to increase the total membership, but only as the financial position and facilities of the Club permit.

Membership in the Club may be available to applicants whom the Membership Committee deems to be persons desirable as Members and who meet all qualifications as outlined in the constitution. Membership will be denied to:
[a.] Persons who violate laws and/or ordinances, or whose conduct or words are against the National Policies of the Republic of China or the United States of America.
[b.] Persons who are deprived of civil rights.
[c.] Persons who are narcotic addicts or who have similar bad habits.
[d.] Persons who are engaged in improper or disreputable business.

Membership in the Club shall be classified as Regular, Associate, Non-Resident, Non-Resident Life, Honorary and Guest. Also the Board of Governors can, at its discretion and subject to the provisions of Article 22(c), make available Social memberships in the Club to prospective members on the waiting list pending an opening for full membership.

Each candidate for membership shall not be less than 21 years of age when elected and must be proposed by one Regular Voting Bondholder and seconded by another Regular Voting Bondholder. Proposals shall be submitted to the attention of the Membership Committee.

The household owning (or in the case of a Corporate Bond, the household using a Regular or Associate membership bond) shall be entitled to one vote at all General Meetings, and shall be referred to as a "Voting Bondholder".

[a.] Regular Members shall consist of United States citizens who reside within the Republic of China who are heads of families or of unmarried status. Regular Members and their spouses shall have full privileges of the Club and shall have the privilege of serving as a member of the Board of Governors, Board of Supervisors or Board Committees or ad hoc committees.

[b.] Upon application to the Board of Governors a Regular Member who intends to reside outside of the Republic of China for more than one year may be designated as absent.

[c.] Social Regular Members shall have the same rights and obligations as Regular Members except they will not be entitled to use the Club's athletic facilities unless otherwise designated by the Board of Governors.

[a.] Associate Members shall be heads of families or of unmarried status residing in the Republic of China, and shall be citizens of any nationality other than American. Associate Members and their spouses shall have full privileges of the Club and shall have the privilege of serving as a member of the Board of Governors and Board of Supervisors (subject to the limitations of Article 4) or Board Committees or ad hoc Committees.

[b.] No new Associate memberships shall be established when the number of Associate Members equals 49 percent of the total Regular and Associate membership. No one nationality shall in principle have more than one-half of the Associate memberships.

[c.] Social Associate Members shall have the same rights and obligations as Associate Members except they will not be entitled to use the Club's athletic facilities unless otherwise designated by the Board of Governors.

Any departing Regular or Associate Member may, upon or immediately prior to his resignation from the Club, have the option to purchase a non-resident life membership by paying a one time fee to be designated from time to time by the Board of Governors. Such a membership shall entitle a member to:

[a.] Full privileges of the Club as a Guest Member, while a non resident of Taiwan.

[b.] They shall not be entitled to share in the ownership of the property and assets or be liable for any debts to and owing by the Club in the event of dissolution.

[c.] They shall not be eligible to be appointed to serve on any ad hoc committee of the Club.

[d.] Fees and dues payable by Non-Resident Life Members for the use of Club facilities shall be decided by the Board of Governors from time to time.

[e.] A Life Member, upon relocation to Taiwan as a resident, will have the option of rejoining the Club upon deposit of the bond and initiation fees currently being charged at the time of his readmission. The Club will offer the next available membership opening to such a Life Member who, upon acceptance, will become a Regular or Associate Member as the case may be without having to be placed on a membership waiting list.

All past and future Club Presidents will be automatically entitled to a non-resident life membership, without payment of any fee, as of the completion of their term in office.

[a.] Non-resident Members shall be heads of families or of unmarried status residing outside the Republic of China. They shall have full privileges of the Club except they shall not have the privilege of voting or serving as a member of the Board of Governors or any Board Committee, or the Board of Supervisors.

[b.] Non-resident Members shall not be eligible to be appointed to serve on any ad hoc Committee of the Club.

[a.] Honorary Members. The Board of Governors may invite the President of the Republic of China, the Vice President of the Republic of China and the Ambassador of the United States to the Republic of China to become Honorary Members. Other honorary memberships may be accorded upon unanimous vote of the full Board of Governors.

[b.] Honorary Members shall pay no entry fees or monthly dues and shall be entitled to all the privileges of Regular Members except for voting rights and holding office. They shall not be entitled to share in the ownership of the property and assets and they shall not be liable in any way for any debts due and owing by the Club.

[a.] Resident Guests. Residents of the Republic of China may be admitted to the use of the Club as guests of a Member for a day when accompanied by a responsible Member. In no case shall such residents be admitted as guests more often than a total of twice in one calendar month. The accompanying Member shall be responsible for the behavior and conduct of their guests. Names of all guests must be entered in the official Guest Book by the host Members, who will be present in the Club while their guests are on the premises. This limitation shall not apply to organized functions as approved by the Board of Governors.

[b.] Non-resident Guest. Non-resident Guests of a Member may be admitted to the Club at any time when accompanied by a responsible Member. The accompanying Member shall be responsible for the behavior and conduct of their guests. Names of all guests must be entered in the official Guest Book by the host Members, who will be present in the Club while their guests are on the premises.

[a.] Guest Members. Guest Members shall be non-residents of the Republic of China and others who may be designated from time to time by the Board of Governors. They shall not have the privilege of voting or serving as a member of the Board of Governors, Board of Supervisors, any Board Committee, or of any ad hoc committee of the Club. They shall not be entitled to share in ownership of the property and assets of the Club and they shall not be liable in any way for any debts due and owing by the Club.

[b.] The period of Guest membership and all fees and dues payable by Guest Members shall be as decided from time to time by the Board of Governors.

[a.] Liability of Regular Members, Associate Members, Social Members and Non-Resident Members to the Club shall be limited to their contributions to the Club in the form of membership bonds, entrance fees, initiation fees, monthly dues and to the charges they incur in using the facilities of the Club. The Members shall not be jointly liable with the Club for the Club's debts.

[b.] After the Club has been dissolved and its liabilities discharged, its remaining assets, if any, shall devolve upon the relevant local autonomous institutions of Taipei, Taiwan, R.O.C.

If any Member violates the By-Laws or Rules of the Club, or if the member's conduct, in the opinion of the Board of Governors, be injurious to the interest of the Club, the Board of Governors shall meet to consider the matter. The Board of Governors may, after investigation, take no action, or call upon the Member to resign, or suspend the member for six months, or expel the Member when so delegated by the membership in general meeting. A suspended Member shall be liable for payment of his/her dues during the period of suspension. Members who have been expelled or suspended shall not be admitted to the Club premises as guests or visitors.

Suspensions shall require vote of two-thirds of a quorum of the Board of Governors duly convened. Expulsion shall require a vote of two-thirds of the entire Board of Governors duly convened.

[a.] It is the responsibility of the Member to pay the monthly installment of annual dues (herein referred to as monthly dues) and other indebtedness by the end of the month following the month in which such charges were incurred.

[b.] Any Member failing to pay such charges by the end of the second month following the month in which such charges were incurred shall cease to be entitled to credit in the Club and his/her name will be posted on the Club bulletin board.

[c.] If any Member has failed to pay such charges by the end of the third month following the month in which such charges were incurred the Board of Governors may call the Member to resign or expel the said member from the Club.

Members who have been expelled, forced to resign, or voluntarily resigned shall have no claims against the property of the Club.

A member of the Board of Governors shall not act as a member of the Board of Governors at any meeting at which his own conduct is in questions, or at any meeting held to investigate any case in which he/she is a complainant.

Sons and daughters under 21 years of age, who are dependents of and residing with Regular, Associate, Non-resident or Honorary Members, shall be entitled to the privileges of the Club, subject to such conditions and restrictions as may be imposed by the Board of Governors, but shall not have the privilege of voting or serving on Board Committees. A Member shall be fully responsible for the behavior and financial obligations of his/her dependents using the facilities of the Club.

[a.] The Membership Committee shall be composed of the members of the Board of Governors, one of whom shall be Chairman, plus four Regular members appointed by the Chairman.

[b.] Vacancies on the Membership Committee shall be filled by appointment by the Board of Governors.

[a.] Application for membership can be accepted only in writing using the form prepared by the Club. The application must be proposed and seconded by Regular voting bondholders in good standing.

[b.] The names of all candidates for membership shall be posted on the Club bulletin board for a period of seven days. Comments on an applicant's candidacy shall be forwarded, in writing and signed, to the Chairperson of the Membership Committee within 14 days of the date of posting. Names shall then be submitted to the Board of Governors.

[c.] Acceptance of membership shall require the vote of three-fourths of a quorum of a duly convened meeting of the Board of Governors. The decision of the Board of Governors shall be binding and final.

[d.] Expatriates residing in the ROC shall be given priority to become members of the Club.

[a.] If elected, the candidate shall be notified in writing by the Secretary within five days and a bill for all dues and entrance fees payable will be mailed at the same time, along with a copy of the Club rules. At the same time, notice of the member's election shall be posted on the Club bulletin board.

[b.] If the elect fails to pay all entrance fees and dues within one month, the membership will be canceled unless the delay is justified to the satisfaction of the Board of Governors.

Notice of rejection will be given to the proposer and seconder, in writing, by the Secretary within five days of the balloting action. The vote count will not be disclosed to anyone outside of the Board of Governors.

[a.] If the majority of the Board of Governors determines that a candidate has been elected under misrepresentation or withholding of pertinent information, they shall, after notice to the elected candidate, have the power to revoke his/her membership.

[b.] No person who has been proposed and rejected, may be re-proposed for membership for a period of 12 months, except with the consent of the Board of Governors.

Resignation from membership shall be made in writing to the Secretary of the Club and shall become effective when accepted by the Board of Governors. Resignation cannot be accepted until all indebtedness to the Club of the resigning Member, has been paid.

[a.] In order to become a Regular, Associate, Social or Non-resident Member, each candidate must subscribe to and make payment to the Club for a membership bond, which bond shall constitute a borrowing by and liability of the Club. Such bonds are not transferable to any other party but may be redeemed by the Club when a member withdraws from membership in the Club or when the club is dissolved.

[b.] A membership bond will be issued by the Club to an accepted individual upon payment of the bond subscribed to, the amount of said bond to be set by the Board of Governors.

[c.] Membership bonds will be issued by the Club to corporations or organizations, on behalf of individuals, upon payment of the bond subscribed to: The amount of the bond shall be set by the Board of Governors. However each additional bond subscribed to by and issued to the same corporation or organization is to be 75 percent of the initial bond. Such bonds will be issued in the name of the corporation or organization, and memberships as a result of the subscription of these bonds will be transferable to any personnel of the corporation or organization (provided the candidate is otherwise qualified for membership in the Club), without payment of the initiation fee stipulated in Article 43.

All Members upon joining the Club will be required to pay a non-refundable initiation fee as specified by the Board of Governors. The only memberships exempt from this initiation fee will be charter membership and transferable memberships sponsored by corporations or organizations at time of transfer only. All members whose pledges were fulfilled before December 31, 1968 will be considered charter members and will be exempt from any initiation fee.

Monthly dues will be assessed as determined by the Board of Governors.

All assessments and payments to the Club may be made in a currency as decided by the Board of Governors, subject to compliance with relevant laws and regulations.

The Annual General Meeting of the Club will be held each year at a date, time and place to be determined by the Board of Governors at least one month in advance of the date so determined and with notice of the date, time and place to be prominently posted on the Club bulletin board for at least thirty days prior to the meeting. The Annual General Meeting will take up matters as prescribed under Article 48 and take action where required on all other matters on the agenda.

An extraordinary General Meeting shall be called at any time by the President, or in his/her absence from the Republic of China or disability, by the Vice President, whenever he/she considers necessary, or within twenty days after his/her receipt in writing of a request that such a meeting be called from not less than three members of the Board of Governors or 25 voting members.

An extraordinary Meeting may take up matters as prescribed under Article 48 and take action where required on all other matters on the agenda.

The functions of the General Meeting of members shall include but not be limited to the following:
[a.] To elect and to impeach Governors and Supervisors.
[b.] To receive and examine reports and financial statements.
[c.] To approve budgets, statements of accounts and activities.
[d.] To resolve on punishment or expulsion of Members.
[e.] To adopt draft resolutions introduced by Members and/or Governors.
Full details of any such action to be presented to the meeting must be included in the agenda of the meeting.

A quorum for all General Meetings shall be over one half of the total voting bondholders, including officers and members of the Board of Governors and Board of Supervisors and no action taken in a General Meeting in the absence of a quorum shall be a legal or binding action. All matters put to a vote shall be decided by a simple majority of the quorum except as stated in Article 55 and 56. Each bondholder will be entitled to one vote either in person or by absentee ballot. No Voting Bondholder who is delinquent in his accounts with the Club will be allowed to vote.

If no quorum is present within thirty minutes of the time designated for an Annual General Meeting, or an extraordinary General Meeting called at the discretion of the President or Vice President or the request of the members of the Board of Governors, the meeting will be adjourned forthwith and the Board of Governors take a renewed responsibility to motivate, stimulate and create the necessary interest by whatever applied ingenuity available to them to guarantee the attendance of a quorum of members at a General Meeting rescheduled within one month and properly posted to all members.

All General Meetings shall be conducted in accordance with the latest available edition of Robert's Rules of Order.

The President of the Club shall act as Chairperson at all General Meetings or in his/her absence, the Vice President. In the event of the absence of both the President and Vice President, the Chair will be taken by a member of the Board of Governors selected by those members of the Board of Governors present at the meeting. Decisions by the Chairperson of any General Meeting concerning procedural matters shall be final with regard to that meeting.

The Board of Governors will prepare an agenda for all General Meetings and the agenda will be posted on the Club bulletin board 15 days prior to the meeting. Subjects not listed in the agenda will not be introduced at that meeting. Any subject that a group of voting bondholders desires to have included in an agenda will be so included by the Board of Governors upon receipt by the Secretary of a written request submitted by ten voting bondholders at least twenty days prior to a General Meeting.

In addition to prominent posting of notices and agendas of General Meetings on the Club bulletin board, copies of all such notices and agendas will be mailed to each voting bondholder at his/her latest address as shown in Club record at least 15 days prior to the meeting.

Only a General Meeting may carryout the following and then only by a two-third majority vote in favor of such action:
[a.] Amendment of the Constitution.
[b.] Punishment of Members
[c.] Major disposition of Club property Full details of any such action to be presented to the Meeting must be included in the agenda of the Meeting.

The Club shall not be dissolved except by a vote of three-fourths or more of the voting bondholders present at a General Meeting called for the purpose and for which notice shall have been given three months previously, and the sanction of the competent authorities obtained.