ARTICLE 1 – ORGANIZATION
Section 1. The name of this organization shall be Chinese American Petroleum Association (this Association).  This association is abbreviated as CAPA.
Section 2. This Association shall have a seal which shall be in the following form: (Official Seal)
Section 3. This Association may form a number of professional sections according to association member's interest.

ARTICLE 2 - PURPOSES
Section 1. The purpose of this Association is to promote a general understanding of the petroleum and related industries.
Section 2. The Association seeks to provide opportunities for Association members to maintain and upgrade their individual competencies and skills in the areas associated with petroleum and related fields.
Section 3. This Association is a non-political and non-profit organization, which shall be subject to U.S. and Texas laws and common ethics. Professional discussions, if any, shall not involve any trade secret or confidential information pertaining to any other organizations and/or anything political.
Section 4. This Association also seeks to play an active role in promoting petroleum-related technology exchanges and business interactions, among companies and individuals from global Chinese communities, provided these exchanges and interactions are non-political and abide by all laws applicable.

ARTICLE 3 - MEMBERS
Section 1. Any person who is interested in the petroleum and related industries may become a member of this Association by paying specified dues. The Executive Committee (EC) or the Board of Directors (BOD) has the right to decline any new member application with a simple majority vote  within six months from the date of application.  However, a declined applicant, with 10 or more sponsors from active CAPA members, may seek and become a new member with a simple majority vote during annual membership meeting.
Section 2. Association member is defined as a due-paid active member.

ARTICLE 4 - MEETINGS
Section 1. The annual meeting of this Association shall be held in January each year. The Executive Committee may exercise its discretion to delay up to six weeks the date of such annual meeting if it deems necessary.
Section 2. The Secretary of the Executive Committee (EC) shall mail and/or E-mail to every Association member at his or her address as it appears in the membership directory of this Association a notice informing the time and place of such annual meeting.
Section 3. This Association shall conduct professional seminars, which shall be provided by individual professional sections of this Association.
Section 4. Meetings of the Board of Directors (BOD) of this Association shall be called upon by the Chairman of the Board and/or thirty percent (30%) of the board members at least once a year.
Section 5. Meetings of the Executive Committee of the Association shall be called upon by the President of the Association and/or thirty percent (30%) of the Executive Committee members no less than four times a year.
Section 6. Upon written request from ten or more Association members, the President shall notify the Executive Committee and the Chairman of the Board of Directors within three days and call a special meeting to address specific issues within one month from the date such written request is received.  The President shall use E-mail and mail to notify every active Association member of such meeting at least one week in advance. Any resolution to be taken at such special meeting shall require a two-thirds majority of members present, in which fifty percent (50%) of the membership as of January of the year shall constitute a quorum.  Resolutions addressed in such special meeting may include, but not limited to, (1) the removal and re-election of the President and officers, (2) the removal and re-election of the Chairman of the Board and board members, and (3) legal actions.
Section 7. Unless specified otherwise, any resolutions to be taken at any above meetings shall require a majority vote of members present at such meetings.

ARTICLE 5 - VOTING
Section 1. At all meetings, except for the election of officers and directors, all votes shall be viva voce. For the election of officers and directors, ballots shall be provided and there shall not appear at any place on such a ballot, any mark or marking that might tend to indicate to the person (voting member) as for whom he or she may cast such ballot. 
Section 2. At any regular or special meeting on any issue, if a majority is so required for resolving such issue, such issue-resolving shall be voted upon in the manner/procedure/style provided for election of officers and directors.
Section 3. For all votes by ballot the chairperson of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as "Inspectors of Election".  The committee shall at the conclusion of such balloting certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
Section 4. No inspector of election shall be a candidate for office or shall be an interested party in the question being voted upon.

ARTICLE 6 – EXECUTIVE COMMITTEE (EC)
Section 1. The EC consists of President, Vice President, Treasurer, Secretary, Social Director, Membership Director, and Publication Director and section chairpersons.  Section chairpersons should include one or two persons in but not limited to the following fields: Upstream (exploration, production, reservoir engineering), Midstream (pipeline, oil/gas marketing, transportation) and Downstream (petrochemical, refining), Project management, Business, and Petroleum Law. The leadership team of the EC consists of the President, the Vice President, and the Treasurer.  
Section 2. The EC has the general executive authority in the management of the affairs and funds of this Association, and has the responsibility and authority for all matters involving the internal and external affairs of this Association, except those responsibilities and authorities specifically given to the membership meeting and the BOD in the Bylaws.
Section 3. The President is the sole spokesperson of this Association on all matters pertaining to the public. The President represents CAPA for all activities, except for those activities specifically defined in these bylaws.  Other officers or board members may represent CAPA for activities authorized by the President or the majority of the Executive Committee.
Section 4. The President shall preside at all membership meetings of this Association, present a report of the work at annual meeting, and appoint all committees to ensure that all books, reports and certificates as required by law are properly kept or filed. 
Section 5. The President, with a two-thirds majority vote of the EC and a two-thirds majority vote of the BOD, shall have the right to take corrective actions, including but not limited to (1) suspension of officers, and (2) legal actions.  The President shall have the sole right to appoint qualified Association members to fill any vacancies on the committee for the unexpired terms.
Section 6. The Vice-President shall, in the event of the absence or inability of the President to exercise his or her office, become acting president of this Association with all the rights, privileges and powers as if he or she had been the duly elected/appointed president by the Association members.
Section 7. The treasurer should be responsible for the management of the funds of this Association based on the regulations specified in Article 9 (Finance) and should present a quarterly financial report with all detailed transactions to EC and BOD members.
Section 8. The President, the Vice President, the Treasurer and other members of EC shall be elected by the majority votes of this Association’s members during the annual meeting. They all serve one (1) year term. The President shall not be re-elected to a second consecutive term.  No officers shall serve more than six (6) consecutive years on the EC.
Section 9. The current EC shall recommend one leadership team to the BOD with a two-thirds majority vote. The BOD can only override the proposed nomination under the condition of a two-thirds majority vote of the BOD.  However, if EC cannot reach a two-thirds majority with a proposed leadership team, the nomination shall be decided by BOD with a simple majority vote. 
Section 10. Only the present and former EC members are eligible for election to the Leadership Team. 
Section 11.  At least three (3) weeks before the annual membership meeting of the Association, the EC shall provide recommended nominees of the Leadership Team to the Board of Directors.  At least one (1) week before the annual meeting, the Board of Directors shall nominate one candidate for each office of the President, the Vice President and the Treasurer. This shall be the only set of the nomination by CAPA to the annual membership meeting. The BOD shall present nominees to the Association members for vote during the annual meeting.
Section 12.  The candidates for the next Leadership Team nominated by the BOD shall nominate candidates for other EC members.  Any Association member is eligible for election to be officers of this Association.
Section 13. Association members may also nominate eligible alternative candidates for both the Leadership Team and other officers during the annual meeting.

ARTICLE 7 - BOARD OF DIRECTORS
Section 1. The BOD is in principle a body with mostly internal functions to provide check and balance, and shall not have overlapping responsibilities of the Executive Committee. The roles of the BOD are specifically defined in the following areas: establishing vision and long-term goals, overseeing any extraordinary/unusual businesses or issues, nominating candidates for the Leadership Team, auditing, reviewing bylaws, and interfacing with the Honorary Board members for joint Honorary Board and BOD meetings.   
Section 2. The number of Directors shall be nine to eleven. The directors shall be elected at the annual meeting of members by a simple majority vote, and each director shall be elected to serve until a successor shall be elected and shall qualify.  Only former and present president and vice president of the Association are eligible for election to be a member of the Board of Directors.  The Board of Directors shall nominate candidates, by a simple majority vote, before the election.  Any Association members shall also have the right to nominate eligible candidates during the annual meeting. 
Section 3. Any director of the board may resign at any time. Such resignation may be made in writing and take effect at the time specified therein and if no time be specified, at the time of receipt by the Chairman or Secretary of the board. The acceptance of a resignation shall not be necessary to make it effective. If the office of any director becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his or her successor shall be duly chosen.
Section 4. The President, Vice President and immediate former president shall be mandatory members of the Board of Directors during the year they serve. However, the President shall not be the Chairman of the Board of Directors. Current EC officers other than the President and the Vice President shall not be members of the Board of Directors.  The Chairman, Vice Chairman, and secretary of the Board of Directors shall be elected annually, within six (6) weeks after the annual membership meeting, by members of the Board of Directors.  The Chairman shall not be re-elected to a second consecutive term.
Section 5. The term of the Board of Directors shall be three years. Member of the Board of Directors shall be eligible to be elected for a second consecutive term with a maximum period of six consecutive years, including the consecutive years served as a mandatory member. During each re-election, no more than half of the elected member of the Board of Directors shall be newly elected members. 
Section 6. The extraordinary/unusual business of this Association shall be overseen by the Board of Directors. The initiation of extraordinary/unusual business may be formally requested by the President, the Vice President, or the majority of the Board of Directors.  The Board shall have the power to decide appropriate actions, by a two-thirds majority, in dealing with the extraordinary/unusual businesses.
Section 7. The Board of Directors shall provide advice and consultation to the Executive Committee of this Association and ensure that the Bylaws of the Association be followed during execution of business by the officers of this Association. In the event of serious violations of the Bylaws and illegal activities by the officers, a two-thirds majority of the Board of Directors shall have the right to immediately suspend officers and appoint acting officers.  A special membership meeting shall be called within a month after such suspension to take corrective actions, including but not limited to (1) removal of officers, (2) re-election of officers, and (3) legal actions.
Section 8. The Chairman of the BOD shall initiate, arrange, and conduct joint Honorary BOD and CAPA BOD meetings.  The Chairman has no authority to make any decisions in the meeting related to future CAPA activities and business, other than matters specifically related to these joint meetings. This shall be the only external activity conducted by the Chairman of the BOD without further authorization from the EC.  All other external activities of CAPA, including but not limited to those related to the Honorary Board members outside these joint meetings, shall be the responsibilities of the EC.

ARTICLE 8 – HONORARY BOARD AND LIFETIME ADVISOR
Section 1. Honorary Board members consist of senior executives of petroleum and related industrial companies that are actively supporting CAPA.  Honorary members shall be nominated and approved by a two-thirds majority of the Board of Directors and the EC. Honorary members shall not have voting right.
Section 2. Honorary Board members shall continue to serve so long as they remain as current senior executives of petroleum and related industrial companies that are actively supporting CAPA.
Section 3.  Honorary Board members shall provide advice and guidance to CAPA during joint Honorary Board and CAPA BOD meetings. 
Section 4. Lifetime CAPA Advisor is a permanent honorary position established for people with special contributions to CAPA.  The Lifetime CAPA Advisors shall be elected from retired Honorary Board members, or former CAPA presidents who made extraordinary contributions to CAPA, by a two-thirds majority of both the EC and the BOD.  Lifetime CAPA Advisors shall not have voting power or any executive authorities.

ARTICLE 9 - FINANCE
Section 1. The expenditure of funds received by this Association shall be authorized by the Chairman of the Board of Directors, President, or Vice President of this Association. Treasurer may sign the check under approval of this Association. Expenditures over one thousand US dollars require at least two written approvals from the President, Vice President and the Chairman of the Board.
Section 2. The amount of dues shall be established by the approval of the Association members through a majority general referendum.
Section 3. Upon the dissolution of this Association all funds remaining shall be turned over to Association members. Under no circumstances shall this Association make loans or be in debts to support any Association activities.
Section 4. The Treasurer shall keep financial records and approval documents in good order and present a quarterly financial report with all detailed transactions to EC and BOD members.  The Treasurer shall also deliver a financial review to Association members during the annual membership meeting.
Section 5.  An annual auditing shall be conducted by an auditing committee within the BOD, which consists of three (3) or more members from independent directors, who are BOD members other than the President, the Vice President, the Chairman, and the Vice Chairman.  This audit shall have full cooperation of the EC and the BOD, and it shall start no later than the first day of November of each year.  The results of auditing shall be reported to the BOD within three months after its initiation.

ARTICLE 10 – PERSONNEL AND SALARIES
Section 1. No officer or director shall for reason of the office be entitled to receive any salary or compensation.  Expenditures for conducting Association businesses may be reimbursed by this Association and/or supporting companies. 
Section 2. No officer or director shall conduct any activities that could constitute potential conflict of interest at the expense of CAPA.  No officer or director shall participate in activities that are deemed detrimental to CAPA.  A violation of this Section, as recognized by a two-thirds majority of the Board of Directors, may result in an immediate suspension of any officer and/or board member, including the President and the Chairman.  However, all members, including officers and directors, are encouraged to pursue personal interest, without adverse effects to CAPA, with business contacts established through CAPA.
Section 3. The President, with the consent of the majority of both the EC and the Board of Directors, shall hire and fix the compensation, of any and all personnel, which the President may determine to be necessary in the conduct of the business of the organization. 

ARTICLE 11 - AMENDMENTS
Section 1. Proposals to amend the Bylaws may be made by at least ten (10) Association members to the annual membership meeting.  Proposals to amendments may also be made by a majority vote of the Board of Directors.
Section 2. Bylaws and amendments thereto shall be subject to the approval of a two-thirds majority vote in the membership meeting in which thirty percent (30%) of the membership as of January of the year shall constitute a quorum.