By-Laws

The name of this Corporation shall be Peking University Alumni Association of Washington State. The business of the Corporation may be conducted as Peking University Alumni Association of Washington State or PUAAWA as abbreviation.

Section 2.1 Purpose. PUAAWA is established with the mission to foster, maintain and support a mutually beneficial relationship between alumni in the State of Washington and the Peking University; build up a platform for alumni to connect, communicate and collaborate; encourage and organize alumni to serve the local community and the general public. The Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 2.2 Powers. The PUAAWA shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the PUAAWA may include, but not limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

Section 2.3 Distribution Upon Dissolution. Upon termination or dissolution of the PUAAWA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 3.1 Principal Office. The Corporation's principal office shall be fixed and located at such place as the Board of Directors shall determine. The Board is granted full power and authority to change said principal office from one location to another.

Section 3.2 Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

Section 4.1 Members. The Corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the directors.

Section 4.2 Associates. Nothing in this Article IV shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons are not members within the meaning of RCW 24.03.065.

Section 5.1 Powers. Subject to the provisions and limitations of the Law and any other applicable laws, the activities and affairs of the PUAAWA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

Section 5.2 Number of Directors. The authorized number of directors shall be not less than three (3) nor more than eleven (11) with the exact odd number of directors to be fixed by approval of the Board.

Section 5.3 Election and Term of Office. The directors shall be divided into two classes, as nearly equal in number as reasonably possible. The term of initial office of the first class shall be four (4) years, and the term of initial office of the second class shall be two (2) years. Thereafter, all succeeding directors shall serve four (4) year terms.

Section 5.4 Interested Persons. Not more than 49% of the persons serving on the Board at any time may be "interested persons" as defined in these Bylaws.

Section 5.5 Resignation, Removal and Vacancies. Any director may resign effective upon written notice. The Board may remove a director for cause, including conviction of a felony or failure to fulfill duties as a director.

Section 5.7 Annual Meetings. The Board shall hold an annual meeting during the second quarter of each year for the purposes of organization, selection of directors and officers, and the transaction of other business.

Section 5.11 Quorum. A majority of directors then in office shall constitute a quorum. Every act or decision by a majority of directors present at a duly held quorum meeting shall be regarded as the act of the Board.

Section 5.12 Certain Actions Requiring Super-Majority Vote. The following actions require approval by at least 2/3 of the directors then in office: (a) Association or affiliation with any organization other than Peking University; (b) Any expenditure in excess of $10,000; (c) Amendment or repeal of Bylaws; (d) Amendment or repeal of any Board resolution; (e) Approval of any self-dealing transaction.

Section 6.1 Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, a Vice Chairman, one or more Vice Presidents, and such other officers as may be elected or appointed.

Section 6.2 Election. The officers of the Corporation shall be chosen every two years by the Board and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 6.7 President. The President is the general manager and chief executive officer of the Corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the Corporation.

Section 6.9 Secretary. The Secretary shall keep or cause to be kept a book of minutes of all meetings of the Board and its committees, and shall give notice of all required meetings.

Section 6.10 Treasurer. The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the Corporation, and shall deposit all moneys in the name and to the credit of the Corporation with designated depositaries.

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by the Board.

Section 7.2 Endorsement of Documents; Contracts. Any note, contract, or other instrument in writing shall be valid and binding on the Corporation when signed by any two of the following officers: Chairman of the Board, Vice Chairman, President, Secretary, and Treasurer.

Section 7.5 Amendments. The Articles and these Bylaws may be amended or repealed by approval of the Board, except that they may not be amended to change the right of any person to designate directors without that person's written consent.

Section 7.9 Indemnification. The Corporation shall, to the maximum extent permitted by law, indemnify and hold harmless each of its directors and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a director or officer of the Corporation.