ARTICLE I - Name, Address, and Purpose

Section 1. The name of this non-profit organization shall be North America Chinese Overseas Transportation Association (NACOTA), hereafter referred to as the Association.

Section 2. The address of the Association shall be that of its current President unless otherwise referred to as the registered address.

Section 3. This Association is a registered non-profit professional organization with its members working or studying in the fields of transportation and related areas and who are interested in transportation development and related issues in China.

Section 4. The Association's Vision:

NACOTA is committed to be a leading professional organization in promoting and facilitating communications among transportation professionals worldwide who are concerned with the transportation development in China.

Section 5. The Association's Mission is:

To encourage scholarly and professional exchanges between transportation

professionals/students within and outside China;

To facilitate communication among overseas Chinese transportation

professionals and students; and

To become an information and knowledge source of Chinese transportation

issues outside China.

ARTICLE II - Membership

Section 1. The membership of the Association shall consist of Members, Student Members, Honorary Members, and Organization/Corporate Members.

Section 2. Members and Student Members shall be equally entitled to all privileges of the Association including holding offices and voting on Association matters. Any person elected as an Honorary Member, who, at the time of election, was a member, may retain the privilege and obligations of a Member.

Section 3. A Member shall be a person who is presently engaged or has been engaged in transportation related studies or works and paid the membership dues of the Association as specified in Section 1 of Article II.

Section 4. A student member shall be a person who is enrolled as a full-time student in a recognized graduate or undergraduate school to pursue a degree in the field of transportation or related areas and has expressed in writing to the Association that he or she is interested in becoming a Student Member. A Student Member can be changed to a Member upon completion of education.

Section 5. An honorary member shall be a person who has made a significant contribution to the transportation profession and/or to the Association and is nominated by the Board of Directors or more than ten (10) members or student members. The nomination shall be approved by the Board of the Directors.

Section 6. Individuals residing in other regions, including China, may also be eligible for joining the Association upon approval by the Board of Directors.

Section 7. Organizational/Corporate members are those legitimate entities, including for-profit corporate entities, not-for-profit organizations, governmental agencies and educational institutions, who agree with this bylaw, are willing to support the Association's activities and have paid the annual Organization/Corporate membership dues. Each organizational/corporate representative shall be entitled to all privileges of the Members but may not hold office unless that person is also a bona fide Individual Member at the same time.

ARTICLE III - Membership Dues

Section 1. Members and Student Members shall pay annual membership dues. The amount of membership dues shall be determined by the Board of Directors.

Section 2. If a Member or Student Member does not pay the due, he/she shall not be entitled with any rights and responsibilities of a member and is not eligible for vote and being elected to the Board of Directors and Officers.

Section 3. Organization/Corporate members shall pay annual dues as determined by the Board of Directors.

ARTICLE IV - The Board of Directors

Section 1. The Association is governed by the Board of Directors.

Section 2. The Board of Directors shall consist of eleven members and each member shall hold a two-year term. Approximately one half of the members of the Board of Directors shall be rotated out and new Board members shall be elected from the members at large every year. A board member's term may be renewed after his/her first term with the approval of the Board of Directors. However, no board member should hold his/her position for more than two consecutive terms except in the case of the President, who may serve an additional two-year term immediately after the term of the President ends. The Board of Directors shall consist of no more than four renewed members who are serving two consecutive terms.

Section 3. The Board's Chairperson, usually the President of the Association, shall lead the Board and preside Board meetings as described in Article VI, Section 4.

Section 4. All Members including Student Members have the right of voting for and being voted as the Directors of the Association's Board.

Section 5. The duties of the Board of Directors shall include, but not limited to, set Association policy consistent with the Bylaw, approve any appointment of committee chair appointed by the President, approve the Association's budget, authorize the payment of bills, and make recommendations for membership dues, and conduct fund raising initiatives and activities.

Section 6. The Board of Directors is empowered to establish committees as needed, such as special technical committee, student committee, Chinese transportation development committee, etc. Each committee should be approved by at least two-thirds (2/3) of the Board of directors.

Section 7. In the event any vacancy on the Board occurs between annual meetings, the Board shall appoint an interim Board member to fill the vacant position until the next annual meeting. A new member of the Board of Director shall be elected to fill the vacant position at the next annual meeting.

Section 8. Board members are required to regularly attend to the Association's businesses and participate in board activities. A Board member who is unable to do so for more than six months will be considered to have voluntarily resigned and the Board shall select a new interim Board member to fulfill the remaining of the term.

Section 9. For the election of the Board of Directors, a nomination committee of three (3) board directors shall be appointed by the President before the election. The nomination committee is charged to set rules for nomination process and deadlines, oversee election process, and solicit candidates for the Board of Directors.

Section 10. All members (including student members) can nominate candidate to the Nomination Committee with at least three other member's endorsement before the deadline set forth by the Nomination Committee.

Section 11. The Association may set up an Advisory Board consisted of seven members. Each member shall hold a two-year term, and under no circumstance the Advisory Board member shall hold more than two consecutive terms. The member of Advisory Board shall be former members of Board of Directors or invited by the president. The Advisory Board members and the Chairperson of the Advisory Board shall be appointed by the President and approved by the Board of Directors with a simple majority vote.

Section 12. The Function of the Advisory Board is advisory. The president shallconsult with the Advisory Board regarding important Association issues but thePresident is not bound with the advices from the Advisory Board. The Advisory Board can attend the meeting of the Board of Directors if being asked but does not have voting rights.

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