CBA BYLAWS

ARTICLE I » NAME, OFFICES

NAME

The organization will be known in English as Chinese Biopharmaceutical Association-USA, Inc. abbreviated as CBA, and in Chinese as Huaren Shengwu Yiyao Keji Xiehui (hereinafter referred to as the “Corporation”).

OFFICES

Section 1. Principal Office. The principal office shall be located in Maryland. The Corporation may from time to time have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require.

Section 2. Registered Office. The Corporation shall have and continuously maintain in the State of Maryland, a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of the Corporation. The address of the registered office may from time to time be changed by the Board of Directors.

ARTICLE II » PURPOSE, MEMBERS

PURPOSE

The organization is a nonprofit organization of individuals interested to the advancement of biomedical and pharmaceutical sciences and technologies. The mission of CBA is to facilitate collaboration among biomedical-pharmaceutical scientists, engineers and other related professionals. The specific objectives are:

  1. to promote the involvement in the academic research and industrial research and development of Chinese biomedical and pharmaceutical professionals.
  2. to serve as an active forum at the local, national and international levels and as a resource from which its members may obtain up-to-date information on subjects related to biomedical and pharmaceutical sciences and technologies.
  3. to enhance the collaboration among the members on both academic research and industrial research and development in local areas.
  4. to identify and provide scientifically and technologically sound information to members and to establish a network of experts in various biomedical and pharmaceutical areas as resources for both academic research and industrial research and development.
  5. to work as an organization to help broadening the scientific knowledge and improving technical skills of individual members for their career development.
  6. to promote collaborations between the members in North America and the colleagues in China on academic research, industrial research and development and commercialization.
  7. to work with other related organizations to facilitate the growth and development of the Chinese biomedical and pharmaceutical communities.

MEMBERS

Section 1. Members. Any biomedical and pharmaceutical professionals and organizations from the United States, China and other countries or regions, who support the objectives of the Corporation and are willing to contribute toward achieving those objectives are eligible for membership.

Section 2. Admission to Membership. Any individual and organization shall be admitted to membership in the Corporation upon completion of the administrative processing of any required application materials accompanied by the payment of the required dues. The membership year for a member shall be the calendar year in which the member pays the dues.

Section 3. Member’s Rights. Member’s rights, benefits and services shall be those established by the Board of Directors. Each member of the Corporation has the following rights to: vote for the President Elect, participate in all Association activities and equally share all information of the Corporation.

Section 4. Annual Meeting. The Members shall meet annually, on such date and at such time as shall be designated by the Board of Directors and stated in the notice or waiver of notice of the meeting. At such meeting, the Members shall elect directors and transact any other proper business which may be brought before the meeting.

Section 5. Special Meetings. Special meetings of the Members for any purpose may be called by the Board of Directors, or the President or by written request of one-fourth of the voting Members.

Section 6. Notice of Meetings. Written notice of membership meetings shall be given not less that ten (10) nor more than fifty (50) days before the date of the meeting to each member. Written notice may be sent by facsimile, electronic mail, first-class, registered or certified mail. The notice shall state the place, date, and time of the meeting, and shall be signed by the president. Except as otherwise required by the Maryland Nonprofit Corporation Act, these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Members need be specified in the notice.

Section 7. Waiver of Notice. Whenever notice is required to be given to the Members, a waiver in writing, signed by the Member, whether, before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. All such written waivers of notice shall be filed with the records of the Corporation or made a part of the minutes of the meeting.

Section 8. Quorum. The presence of at least ten (10%) of the voting Members in person or represented by proxy shall constitute a quorum at meetings of the Members.

Section 9. Voting. The members shall have the right to vote in matters as the Board may determine. Each voting member shall be entitled to one vote on any matter submitted to a vote of the Members. Voting may be done in person, by proxy, or by mail ballot. All votes sent in by mail ballots shall be recorded by the secretary and shall be counted with the results of the Members voting in person or by proxy.

ARTICLE III » DIRECTORS, MEETINGS OF THE BOARD OF DIRECTORS

DIRECTORS

Section 1. Powers and Qualifications. The policies of the Corporation shall be determined, and its affairs shall be managed, by its Board of Directors. The directors shall act only as a Board of Directors, or as a committee thereof; individual directors shall have no power as such. Directors need not be citizens of the United States, nor residents of the State of Maryland.

Section 2. Number. The number of directors of the Corporation shall be not less than six (6), nor more than thirty (30). Such number may be increased or decreased from time to time by the Board of Directors within such limits; however, no decrease shall reduce the term of any incumbent director.

Section 3. Election. To select new Board members, the President can nominate new candidates up to 1/3 of the total number of the Board members and any other Board member can also nominate candidates for new Board members. The selection of new Board members must be approved by a majority vote of the Board at its annual meeting.

Section 4. Term. All directors shall serve a term of two (2) years after their elections. There shall be no limitation on the number of terms that each director may serve.

Section 5. Resignations. Any director may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.

Section 6. Removal. Directors may be removed from office at any time, with or without cause, upon a majority vote of the Board of Directors at a meeting called for that purpose. Notice of the interest to remove a director shall be given in accordance with Section 11 of this Article.

Section 7. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in the event of the resignation, removal, or death of a director, or in the event of an increase in the number of directors. Any such vacancy shall be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired term of his predecessor.

MEETINGS OF THE BOARD OF DIRECTORS

Section 8. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as shall be determined by the Board of Directors and designated in the notice or waiver of notice of the meeting.

Section 9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board of Directors.

Section 10. Call of Special Meetings. The president may call, or upon the request of a majority of the members of the Board of Directors, the secretary shall call, special meetings of the Board of Directors.

Section 11. Notice of Special Meetings. Notice of special meetings of the Board of Directors shall be in writing, signed by the president, or the secretary, and shall be served personally or sent to each director by mail or telegram addressed to his last known address at least seven (7) days before the time designated for such meeting. Notice of special meetings shall state the time and place of the meeting; the purpose or purposes of such meetings need not be specified, unless otherwise required in the Articles of Incorporation or these Bylaws.

Section 12. Waiver of Notice. Whenever notice is required to be given to any director under the provisions of the Maryland Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.

Section 13. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless otherwise required by the Maryland Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws. However, if a quorum is not present at any meeting of the Board of Directors, those directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 14. Action by Majority Vote. Except as required by the Maryland Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, any action by a majority of the directors present at a meeting at which a quorum is present shall be deemed the action of the Board of Directors.

Section 15. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

ARTICLE IV » OFFICERS

OFFICERS

Section 1. Designation. The officers of the Corporation shall consist of a President, a President Elect, a Past President, a Vice President, a Secretary, a Treasurer, a General Counsel, a Membership Controller, and may include other officers as may be deemed necessary, each to have such duties and authority as are provided in these Bylaws, or as the Board of Directors may from time to time determine. Any two (2) or more offices may be held by the same person, except the offices of president.

Section 2. Election and Succession of Presidential Officers. The President Elect shall be elected annually for a term of one (1) year by a vote of eligible members of the Corporation. Candidate or candidates for President Elect shall be nominated by the Board of Directors. The candidate or candidates must be member(s) of the Board. The President Elect shall assume office at the end of the Annual Meeting that follows the election. At the same time, the previous President Elect shall become President and the previous President shall become Past President.

Section 3. The Presidential Officers. The President shall nominate the Corporation officers such as a Vice President, a Secretary, a Treasurer, a General Counsel, a Membership Controller, and may include other officers as may be deemed necessary. Each of these above nominations shall be confirmed by a majority vote of the Board at its meeting. The President shall preside over all meetings of the Board, may call special meetings of the Board, recommend the establishment of Board committees, sit on meetings of officers, if one is formed, oversee the general activities of the Corporation, represent, or appoint a person to represent the Corporation at all meetings and events which are relevant to the affairs of the Corporation and have such other powers as the Board may from time to time prescribe. The Past President and the President-Elect shall assist the President, shall be members of Board, and shall substitute for the President when necessary. The President Elect shall take precedence over the Past President in substituting for the President.

Section 4. Vice President. The Vice President shall in the absence or disability of the president, perform the duties and exercise the powers of the president, supervise the administrative business of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 5. Secretary. The secretary shall: (i) act as secretary of all meetings of the Board of Directors and of such other committees as the Board of Directors shall specify; (ii) keep the minutes thereof in the proper book or books; (iii) see that the reports, statements, and other documents required by law are properly kept and filed; and, (iv) in general, perform all the duties incident to the office of secretary and such related duties as may from time to time be assigned by the Board of Directors or the President. The books, records, and papers, in the hands of Secretary shall at all times be subject to the inspection, supervision, and control of the Board of Directors and the President. At the expiration of his term of office, the Secretary shall turn over to his successor in office all books, records, papers, and other properties of the Corporation.

Section 6. Treasurer. The treasurer shall: (i) collect and keep an account of all moneys received and expended for the use of the Corporation; (ii) deposit sums received by the Corporation in the name of the Corporation in such depositaries as shall be approved by the Board of Directors; (iii) present reports of the finances of the Corporation at each annual meeting and when called upon by the president; and, (iv) perform such related duties as shall be directed by the Board of Directors or the President. The funds, books, and vouchers in the hands of the treasurer shall at all times be subject to the inspection, supervision, and control of the Board of Directors and the President. At the expiration of his term of office, the Treasurer shall turn over to his successor in office all books, records, monies, and other properties of the Corporation.

Section 7. General Counsel. The general counsel shall advice the Board and President on all legal issues of the corporation.

Section 8. Membership Controller. The membership controller shall oversee the following activities: (i) recruiting new members; (ii) collect membership dues; and (iii) keep all records of membership status of all past and present members.

Section 9. Other Officers. Other officers elected or appointed by the President or Board of Directors shall, in general, perform such duties and have such powers as shall be assigned to them by the Board of Directors or the president.

Section 10. Term. Officers shall serve for a term of one (1) year, until the next annual meeting of the Board of Directors and until their successors are elected and qualified, or until their earlier resignation, removal, or death.

Section 11. Resignations. Any officer may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.

Section 12. Removal. Any officer may be removed, either with or without cause, by a majority vote of the Board of Directors at any regular or special meeting.

Section 13. Vacancies. A vacancy in any office caused by resignation, removal, or death may be filled for the unexpired term of the predecessor in office by the Board of Directors at any regular or special meeting.

ARTICLE V » COMPENSATION OF DIRECTORS AND OFFICERS

COMPENSATION OF DIRECTORS AND OFFICERS

Directors and Officers shall not receive any compensation for their services as such; however, the Board of Directors may authorize reimbursement for all expenses incurred in connection with the performance of services for the Corporation, including but not limited to attendance at annual, regular, or special meetings of the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE VI » LIABILITY AND INDEMNIFICATION

LIABILITY AND INDEMNIFICATION

Section 1. Liability. In the absence of fraud or bad faith, the directors and officers of the Corporation shall not be personally liable for its debts, obligations, or liabilities.

Section 2. Indemnification. The Corporation shall indemnify any director or officer, or former director or officer, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of being, or having been, such director or officer, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw provision, agreement, vote of the Board of Directors, or otherwise.

Section 3. Prohibition Against Self Dealing. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute “self dealing” as defined in Section 4941 of the Internal Revenue Code of 1986, as amended.

ARTICLE VII » GENERAL PROVISIONS

GENERAL PROVISIONS

Section 1. Grants. The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations.

Section 2. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, to enter into any contract, or execute and deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances.

Section 3. Loans. The Board of Directors may authorize the president or any other officer or agent of the Corporation to: (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual, or other institution; (ii) make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation; and (iii) pledge and hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the Corporation to any director or officer thereof.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purposes of the Corporation.

Section 5. Investments. The Corporation shall have the right to invest and reinvest any funds held by it according to the judgment of the Board of Directors. The Board of Directors is restricted to the prudent investments which a director is or may hereafter be permitted by law to make.

Section 6. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted, in person or by proxy, as the Board of Directors may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the president may determine.

Section 7. Books and Records. There shall be kept at the principal office of the Corporation, correct books of accounts of all the business and transactions of the Corporation.

Section 8. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by any one (1) or more officers or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.

Section 9. Signatories. All checks, drafts, and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president of the Corporation.

Section 10. Annual Audit. The Board of Directors may require an annual audit be made of the books and accounting records of the Corporation.

Section 11. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 12. Corporate Seal. The Corporation may have a corporate seal with its name, year of incorporation, and the words “Corporate Seal, Maryland” inscribed thereon. The seal shall be in the custody of the secretary and used by him, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board of Directors, or president. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect.

ARTICLE VIII » AMENDMENTS

AMENDMENTS

These Bylaws, or any one (1) or more of the provisions thereof, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the directors then in office at a meeting of the Board of Directors expressly called for that purpose. Notice of the intent to alter, amend, or repeal and adopt new Bylaws shall be given in accordance with Article III, Section 14 hereof Directors.

ARTICLE IX » EFFECT OF PROVISIONS OF LAW AND CERTIFICATE OF INCORPORATION

EFFECT OF PROVISIONS OF LAW AND CERTIFICATE OF INCORPORATION

Each of the provisions of these Bylaws shall be subject to and controlled by specific provisions of the Maryland Nonprofit Corporation Act or the Articles of Incorporation which relate to their subject matter, and shall also be subject to any exceptions or more specific provisions dealing with the subject matter appearing in these Bylaws, as amended from time to time.