By-Laws

BY-LAWS
of the
TAIWAN-UNITED STATES SISTER RELATIONS ALLIANCE

ARTICLE ONE: ORGANIZATION

The name of this organization is the TAIWAN- UNITED STATES SISTER RELATIONS ALLIANCE (TUSA).
The words ‘Alliance’ and ‘TUSA’ are used interchangeably below.

ARTICLE TWO: OFFICES

The principal office of the Alliance shall be located in the City of Little Rock, County of Pulaski, and the State of Arkansas. The Alliance may also have additional offices in the Washington, DC metropolitan area as the Board of Directors may from time to time authorize.

ARTICLE THREE: PURPOSE

The purpose of the Alliance is to promote friendship and close understanding between the people in the United States and the twenty-three million people in Taiwan through cultural exchange, educational partnerships and economic cooperation.

Currently, July 2009, forty-two (42) states of the United States have established separate “sister state” relationships with individual states in Taiwan. The goal of TUSA is to enhance and strengthen such individual exchange activities by creating a nationwide organization of these sister states that can assist on-going programs and stimulate new initiatives. In so doing, this nationwide Alliance will open new channels of communication and create a broad range of new opportunities for greater cooperation and efficiency.

The Alliance is a non-profit, non-governmental organization, which shall be subject to U. S. and Arkansas laws and commonly accepted ethical standards.

ARTICLE FOUR: MEMBERSHIP QUALIFICATIONS

The states in the United States that qualify for full MEMBER status in the Alliance are:

a. The states that have established sister-state agreements with Taiwan (42 states in 2011)

b. The states that have established educational agreements with Taiwan (3 states in 2011 that have no sister-state agreements with Taiwan)

c. The states where the governor has requested state MEMBER status and in which the governor and his/her designee agrees to serve in a future one-year rotation as a member of the TUSA Board of Directors (2 states in 2011 that do not qualify under a. or b., above)

All other states and the District of Columbia shall be called an ASSOCIATE MEMBER of the Alliance. In addition, those organizations and individual citizens who request affiliation with the Alliance shall be called an AFFILIATE MEMBER. Examples of AFFILIATE MEMBERs are U.S. cities that have Taiwan sister-city agreements, former TUSA ‘Ambassadors’ who as students have served as summer scholars in Taiwan, U.S. educators who have been in Taiwan on teaching assignments, and those organizations and individuals who have intensive interest in education, business, and culture in Taiwan.

ARTICLE FIVE: FINANCE

The financial sources consist of the following:

a. Donations and contributions

b. Grants and contracts

c. Membership in TUSA is a benefit to states and their delegates to pursue the purposes of the Alliance, and thus no dues or organizational charges will be levied on Members. The Board of Directors reserves the right, however, to levy charges for selective services provided for Members, should it appear that this would be in the organization’s best interests.

ARTICLE SIX: PRIVILEGES AND RESPONSIBILITIES

Privileges as a Member of the GENERAL ASSEMBLY:

a. Increased access to the resources of the Taiwan Ministry of Education in support of language training, acquaintance or understanding of Taiwanese culture, and other educational enhancements and exchanges

b. Increased access to the resources of other Taiwan governmental organizations and the Taiwan private/professional sectors in support of economic collaboration and development (examples include agricultural biotechnology, pharmaceutical biotechnology, medical instrumentation and therapeutics, and renewable energy)

c. The potential to participate in economic and global policy meetings with Taiwan officials

d. Interaction with other sister-state, sister-city, and sister-school programs in the U.S. and Taiwan.

e. Providing representatives to serve on the Board of Directors

f. Advising members of the Board of Directors on issues of importance to the Alliance

g. Attending all activities and affairs sponsored by the Alliance, including access to TUSA newsletters

h. Other privileges as defined by the Board of Directors

Responsibilities of Members, Directors, and Officers

a. Represent the interests of their own state in its relations with Taiwan

b. Promote the objectives of the Alliance and perform the duties defined in the Bylaws

c. Adhere to other rules as assigned by the action of the Board of Directors

ARTICLE SEVEN: ORGANIZATION

General Assembly:
The General Assembly of the Alliance consists of one representative from each MEMBER state, either the governor or his/her designee (the Secretary of State is recommended).

Board of Directors:
Members of the General Assembly will provide ten (10) Board members to the Board of Directors, with the governors (or their designees) serving once every five years on a rotating one-year term (2012: states AL-GA, 2013: states HI-MD, 2014: states ME-NE, 2015: states NH-SC, 2016: states SD-WY, etc.). These will be joined by the six Officers, resulting in a total of sixteen representatives on the Board of Directors.

Officers:
All officers shall serve for a three-year staggered term, renewable for one additional term.

President: The president shall be the chief executive officer of the Alliance and shall exercise general supervision and control over the activities and affairs of the Alliance, subject to the directions of the Board of Directors. The President shall present an annual report on all programs sponsored by the Alliance, including the financial status of the organization.

Vice President: The Vice President shall temporarily assume the duties of chief executive officer in the absence of the President. The Vice President shall automatically succeed to the Presidency when the office becomes vacant and shall continue as President for the term elected. In addition, as prescribed by the Executive Committee, the Vice President shall serve as the Corresponding Secretary to officials within the U.S. and Taiwan governments and to key public officials.

General Secretary: The General Secretary is responsible for recording and securing the records of the organization, providing support to the President, gathering and analyzing data on the organization, communicating with external groups, and other such duties as pertain to this office.

Treasurer: The Treasurer shall be responsible for custody of all of the funds and shall report regularly on the financial affairs to others in the Alliance. Periodic financial audits of the organization will be carried out as directed by the Board of Directors or as authorized by law. Note: TUSA operates on a calendar year basis for reporting to its constituencies.

Board Chair: The Chair presides over meetings of the Board of Directors and has responsibilities for connecting the Alliance to its broader constituencies, including other U.S. organizations of its kind, relevant entities in Taiwan, and global groups that have potential to impact on TUSA affairs.

Board Vice Chair: The Vice Chair assists in the responsibilities of the Chair, and assumes presiding duties of the Board of Directors in the absence of the Chair.

Change in Director or Officer Positions

A Director may resign by giving written notice to the Board of Directors. Newly created Board positions or vacancies in the Board shall be filled by election within the General Assembly. Newly elected Directors shall remain in office for the un-expired term of their predecessor.

Officer vacancies will be appointed by the Board of Directors, and officers shall remain in office for the un-expired term of their predecessor.

Any member of the Board of Directors or any elected Officer may be removed by a three-fourths vote of the General Assembly.

Committees

Executive Committee: The Executive Committee consists of the six officers of the organization, and it acts on behalf of the Board of Directors until the subsequent meeting of the Board. The Executive Committee will be renewed on a regular basis as new Officers are selected by the Board of Directors.

The Board of Directors may from time to time establish additional committees to address issues of interest to the Alliance. The Board of Directors shall provide a charge to each such committee and require annual reports of their activity. The President shall be as ex-officio voting member of all committees.

ARTICLE EIGHT: MEETINGS

The annual meeting of Board of Directors shall be held at the place and time to be determined, and shall be announced at least four weeks in advance by the President. Meetings may be held by telephone conference call or by other distance forms of communication, as authorized by the Board of Directors. A quorum at any official meeting shall be one-third of all Directors.

Any resolution or act taken at meetings shall require a majority vote of Directors present.

The President shall preside over all meetings of the Executive Committee; the Chair shall preside over all meetings of the Board of Directors.

ARTICLE NINE: AMENDMENTS

Except as otherwise provided by law, the Bylaws and Articles of Incorporation may be amended or repealed by a majority decision of the Board of Directors.