Section 1 Name

The official name in English is Chinese Professionals and Entrepreneurs Association of Calgary, abbreviated as CPEAC. The official Chinese name is Ka’erjiali Dalu Zhuanjia Xiehui.

Section 2 Constitution’s Enactment and Enforcement

The constitution is enacted at an annual general meeting, and enforced and explained by the Board of Directors thereafter. There are two official copies of the constitution, one in English and one in Chinese. The one in English is considered the original while the one in Chinese the duplicate. In case of discrepancy, the English copy prevails.

Section 3 Aims and Purposes

1. CPEAC is a not-for-profit organization. Its members are consisting of the professionals and entrepreneurs originated from the Mainland China. The aims and purposes of the CPEAC are:

to establish and adapt into the Canadian main stream;

to improve the social standings of the Chinese Canadians;

to increase the awareness of the Chinese cultures in Canada;

to promote the social and economical exchanges between China and Canada;

and

to contribute to Canada’s social development, multiculturalism, education and economy.

2. CPEAC shall actively participate in the social activities, know and obey the laws, protect itself and its members and grow under the laws. CPEAC shall take full use of the media and news letters and help CPEAC itself and its members to enter the main stream through various activities.

3. CPEAC promote end encourage members to respect each other, take care of each other and help each other. The Association shall represent and protect the rightful interests of the members, work for the well-being of the members. The Association shall also lend necessary helping hands to the new comers.

4. In light of the changes, both socially and geographically, the Association calls upon the members to renew their values and to adapt to the new environment so to benefit their own self development.

5. The Association welcome the professionals and entrepreneurs, who submit to this Constitution, to join. The Association shall provide opportunities and places for the members to have social activities and to exchange information. The Association shall also organize cultural, sports, news letters, seminars and round table discussions to the members’ taste and interests.

6. The Association shall not belong to any other associations and organizations, yet not rebel others. In contrary, the Association shall maintain broad exchange, regular communication and friendly cooperation with other Chinese associations and organizations.

7. The Association shall establish, develop and maintain close relationships with the related departments of the Canadian governments and Canadian associations and organizations.

8. The Association shall establish, develop, maintain and enhance the ties with the Mainland China, take a great interests in and support the economic and social development in China, promote the cultural and economic exchanges between China and Canada.

Section 1 Membership

1. As mentioned in the above Aims and Purposes, CPEAC is a not-for-profit organization, consisting of the professionals and entrepreneurs originated from the Mainland China. Anyone who is 21 years or older, willing to subscribe the constitution may join the Association with a paid annual membership fee and approval by the Board of Directors. A candidate should submit an Application form with fee payment. His/her application will be reviewed and ruled by the Board of Directors.

2. The annual membership fee is set at $50.00 in Canadian funds and is due at time of application submittal or on or before November 1 of the year. A membership is considered as a family. A single member is entitled to bring a friend/companion for activities.

Section 2 Definition of Professional

A professional is a person who conducts professional work for living and achieves certain level of competency.

Section 3 Member’s Rights

1. A member has the following rights:

to vote, to elect and to be elected;

to express freely in the association;

to participate in each and any one of the activities for members;

to be involved in branches and subcommittee;

to receive the news letters and other materials for members.

2. The interest of a member is restricted or prohibited to be transferred.

Section 4 Member’s Duties

A member has the following duties:

to pay for the annual membership fee;

to safe guard the reputation and dignity of the association;

to participate in each and any one of the activities for members;

to be involved in branches and subcommittee.

Section 1 Ultimatum Power

The ultimatum power of the Association belongs to the members. The power is exercised at the general meetings and special meetings as well as stipulated in the procedures to impeach a director(s) or/and the President.

Section 2 Official Languages

The official languages are English and Chinese Mandarin. CPEAC promotes to mainly use Chinese Mandarin within the Association, while use English whenever it is necessary.

Section 3 Frequency and Function

1.The General Meeting shall be held once a year in the fall. Two weeks' notice at the least, exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given, specifying the place, the day, and the hour of meeting, and, in case of special business, the general nature of that business, shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are, under the regulations of the Association, entitled to receive such notices from the Association, but the nonreceipt of the notice by any member shall not invalidate the proceedings of any general meeting.

2. At a General Meeting, a work report from the Board of Directors and a financial report should be given and reviewed. Any major business should be reviewed, discussed and decided during the meeting. The constitution may be reviewed and revised.

Section 4 Emergency or Extraordinary Meeting

1. Upon the request by one third of the total members, an emergency or extraordinary meeting shall be held. When the Board of Directors deems necessary, an emergency or extraordinary meeting may also called. Under these circumstances, at least three (3) days notice is served.

2. All business shall be deemed special that is transacted at an extraordinary meeting and all that is transacted at an ordinary meeting with the consideration of the accounts, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other officers, and the fixing of the remuneration of the auditors.

Section 5 Quorum

1. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum is half of the members personally present, not less than two numbers.

2. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

3. The President or/and the Vice-President for Administration of the Association shall preside as chairman at every general meeting of the Association.

4. If there is no President or Vice President(s), or if at any meeting the President or Vice-President is not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall choose some one of their members to be chairman.

5. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjourned meeting took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Section 6 Vote

1. At any general meeting a resolution put to the vote of meeting shall be decided on a show of hands, unless a poll is, before or on the declaration of the result of the show of hands, demanded by at least one member entitled to vote, and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Association, shall be conclusive proof of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

2. If a poll is duly demanded it shall be taken within 24 hours and in such manner as the chairman directs, and the result of poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

3. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

4. A poll demanded on the election of the chairmen, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

5. Either on a show of hands or on a poll every member present in person shall have one vote.

6. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a committee or curator bonis appointed by that Court, and any such committee, curator bonis, or other person may, on a poll, vote by proxy.

7. On a poll vote may be given either personally or by proxy.

8. The proxy appointing a nominee shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing.

9. The proxy appointing a nominee and the power of attorney or other authority, if any, under which it is singed, or a notarially certified copy of that power or authority, shall be deposited with the Association, or an agent thereof, within the period of time preceding any meeting or adjourned meeting fixed by the directors and not exceeding 48 hours excluding Saturdays and holidays, and which is specified in the notice calling the meeting or in the information circular relating thereto.

Section 1 Candidacy

1. A candidate has to hold a paid and validate membership.

2. The candidates may be nominated by the Board of Directors, by members and a member him/herself.

3. Until otherwise determined by a General Meeting, the number of the directors shall not be less than three or more than nine, in an odd number.

4. The number and names of the first directors may be determined in writing by a majority of the subscribers of the memorandum of the Association, and until so determined the subscribers of the memorandum shall for all purposes be deemed to be the directors of the Association.

5. There is no remuneration for the directors.

Section 2 Standing Administration Office

At this time, no standing administration office is maintained. The Board of Directors is responsible for the administration and operation of the Association.

Section 3 Power and Duties of Directors

1. The business of the Association shall be managed by the directors, who may pay all expenses incurred in getting up and registering the Association, and may exercise all such power of the Association as are not, by the Companies Act, or any statutory modification thereof for the time being in force, or by this constitution, required to be exercised by the Association in a General Meeting, subject nevertheless to any regulation of this constitution, to the provision of the said Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by ordinary resolution, whether previous, as may be prescribed by ordinary resolutions made by ordinary resolution shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.

2. The directors may from time to time appoint one or more of their body to the office of managing director or manager or any other for such term and at such remuneration, whether by way of salary, fee, commission, or otherwise, as they may think fit, but his/her appointment shall be subject to determination at the pleasure of the directors.

3. The term for the Board of Directors is two years.

4. The management and directors shall duly comply with the provisions of the Companies Act, or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of mortgages and to keeping registers of directors and members and to mailing of forms or proxy and information circulars, and to filling with the Registrar an annual report, and copies of special and other resolutions, and of any change in the registered office or of directors.

 5. The directors shall cause minutes to be made in books provided for the purpose,

a) of all appointments of officers made by the directors,

b) of the names of the directors present at each meeting of the directors and of any committee of the directors,

c) of all resolutions and proceeding at all meeting of the Association, and of the directors, and of committees of directors.

Section 4 Proceedings of Directors

1. The directors may meet together for the dispatch of the business, adjourn and otherwise regulate their meeting, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a 2nd or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.

2. The quorum necessary for the transaction of the business of the directors is two third of the directors.

3. The continuing directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Association as the necessary quorum of directors, the continuing directors may act for the purpose of the increasing the number of directors to that number, or of summoning a general meeting of the Association, but for no other purpose.

4. The President of the Association shall be chairman of the Board of Directors, and in his/her absence the vice-president(s), if any, of the Association, will chair the meeting.

5. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated confirm to any regulations that may be imposed on them by the directors.

6. A committee may elect a chairman of their meeting; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding it, the members present may choose of their member to be chairman of the meeting.

7. A committee may meet and adjourn as the members think proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a 2nd or casting vote.

8. All acts done by any meeting of directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

  Section 6 Disqualification and Impeachment of Directors

1. The office of a director (including the President hereinafter) shall be vacated if the director,

a) by notice in writing to the Association resigns his/her office;

b) cease to be a director by virtue of section 89 of the Companies Act;

c) becomes bankrupt;

d) is found lunatic or becomes of unsound mind; or

e) is concerned or participates in the profits of any contracts with the Association;

Provided, however, that where a director has made a full disclosure of his/her interest in any contract at a meeting of the directors, he/she shall not be required to vacate his/her office by reason of his/her being a member of the Association that has entered into contracts with or done any work for the Association of which he is a director; but a director shall not vote in respect of any such contract or work and if he/she does so vote his vote shall not be count.

2. A director or directors may resign from the Board if half or more of the members so requested. In this case, the Board of Directors shall nominate replacement(s).

3. The Board of Directors should resign as a whole from the offices when half or more of the directors are disapproved by half or more of the members. An extraordinary meeting shall be called to elect new Board of Directors.

4. Directors are prohibited to invite the public to become member or subscribers for debentures of the Association.

Section 7 Election of Directors

1. At every other annual General Meeting of the Association the whole of directors retire from office, and the Association shall elect directors to fill the offices vacated.

2. A retiring director shall be eligible for reelection.

3. If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filed up, the meeting shall stand adjourned till the same day in the next week, at the same time and place, and if at the adjourned meeting the places of the vacating directors are not filled up, the vacating directors, or such of them as have not had their places filled up, shall be deemed to have been reelected at the adjourned meeting.

4. The Association may from time to time increase or reduce number of directors by ordinary resolution, whether previous notice thereof has been given or not.

5. Any casual vacancy occurring in the Board of Directors may be filled up by the directors.

6. The directors shall have power at any time, and from time to time, to appoint a person as an additional director.

7. The Association may by a special resolution remove any director before the expiration of his period of office, and may be an ordinary resolution appoint another person in his/her stead.

Section 8 President and Vice Presidents

1. The Board of Directors elects a director to be the President, directors to be the Vice Presidents and form the executive body of the Association.

2. The President, during his/her presidency, is the sole representative of the Association and is responsible to the Board of Directors. The President has the authority to represent the Association him/herself or the power to authorize a director or/and a member to represent the Association to deal with external affairs. Nobody should make any official dealings on external affairs without the President’s acknowledgment or/and authorization.

3. The President or his/her representative(s) shall not make any decisions on the issues directly related to the Association’s interests, unless is specifically authorized, either by the Board of Directors or/and the general/special meeting.

4. Directors and Vice Presidents each has his/her own responsibilities and the authorities to deal with the issues under his/her responsibilities. Under the spirit of teamwork, the directors and Vice Presidents should provide help and support to each other and maintain close interactions and cooperations.

Section 9 Impeachment of the President

1. The rules of disqualification and impeachment applied to the directors are also applicable to the President.

2. The President should resign from the office when two third of the directors disapproves his/her presidency. The President’s directorship is not affected unless the situations described in Section 6 applies.

Section 1 Bookkeeping

1. The directors shall cause true accounts to be kept

a) of all sums of money received and disbursed by the Association and the matters in respect of which such receipt and expenditure took place,

b) of all sales and purchases of goods by the Association,

c) of the assets and liabilities of the Association, and

d) all other transactions affecting the financial position of the Association.

2. The books of account shall be kept at the registered office of the Association, or at such other place as the directors determine by resolution, and shall always be open to inspection by the directors.

3. The directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being directors, and no member, not being a director, shall have any right of inspecting any account or book or document of the Association except as conferred by law or authorized by the directors or by ordinary resolution, whether previous notice thereof has been given or not.

4. Once at least in every year the directors shall lay before the Association at its annual general meeting a financial statement for the period since the proceeding statement, or in the case of the first financial statement, since the incorporation of the Association, made up to a date not more than six months before the meeting.

5. The financial statement shall be accompanied by the report of the auditors and by a report of the directors as to the state of the Association's affairs, and the amount which they recommend to be paid by way of fees, and the amount, if any, which they propose to carry to a reserve fund.

6. A copy of the financial statement and report shall, not less than 10 days before the meeting, be sent to all persons entitled to receive notices of general meeting in the manner in which notices are to be given hereunder.

Section 2 Audit

Auditors shall be appointed and their duties regulated in accordance with the Companies Act, or any statutory modification thereof for the time being in force.

Section 3 Authorization of Expenditures

1. All cheques should only be validate with the signatures of the President or Vice President for Administration and the Treasurer.

2. A Vice President has the power to authorize, in writing, an expenditure up to the limit of $50 in the area under his/her responsibility.

3. The President has the power to authorize, in writing, an expenditure up to the limit of $100.

4. Any expenditures over $100 should be approved by the Board of Directors in writing.

1. Seminars and round table discussions to the members’ taste and interests;

2. News letters, or magizines, cultural exchanges and seminars;

3. Entertainments shows, arts groups, sports groups and competitions;

4. Social activities, such as ball dance, outings, picnik;

5. Helps to new comers.

1. A notice may be given by the Association to any member either personally or by sending it by post to him/her to his/her registered address, or if he/she has no registered address in Alberta, to the address, if any, within Alberta supplied by him/her to the Association for the giving of notices to him/her.

Where a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing, prepaying, and posting a letter containing the notices, and to have been affected on the day following the date of posting.

2. Notice of every general meeting shall be given in some manner hereinbefore authorized to

a) every member of the Association except those members who, having no registered address within Alberta, have not supplied to the Association an address within Alberta for the giving of notices to them, and also to

b) every person entitled to a share in consequence of the death or bankruptcy of a member, who, but for his/her death or bankruptcy, would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meeting.

1. The seal of the Association shall not be affixed to any instrument, except by authority of resolution of the board of directors or of an ordinary resolution, whether previous notice thereof has been given or not, and in the presence of such officers of the Association an may be prescribed in and by any such resolution, or if no officers are prescribed by the resolution, in the presence of

a) two directors of the Association and the secretary,

b) the chairman of the directors or the president, if any, of the Association and the secretary, or

c) the chairman of the directors or the president, if any, of the Association and the treasure; and such officers shall sign every instrument to which the seal of the Association is so affixed in their presence.