BYLAWS

Approved the Council on April 24, 2003
Adopted the General Assembly on May 2, 2003

TABLE OF CONTENTS
CHAPTER 1:  PURPOSE AND PROGRAMS
ARTICLE 1       Statement of Purpose
ARTICLE 2       Programs
CHAPTER 2:  MEMBERSHIP
ARTICLE 3       Membership Categories
ARTICLE 4       Qualifications for Regular Members
ARTICLE 5       Qualifications for Student Member
ARTICLE 6       Qualifications for Distinguished Sponsor Member Honorary Member
ARTICLE 7       Voting Member
ARTICLE 8       Admission
ARTICLE 9       Membership Dues
ARTICLE 10     Disciplinary Actions
ARTICLE 11     Meeting of Members (“General Assembly”)
CHAPTER 3:  BOARD OF DIRECTORS (COUNCIL)
ARTICLE 12     Councilors
ARTICLE 13     Functions of the Council
ARTICLE 14     Election of Elected Councilors
ARTICLE 15     Council Meeting
ARTICLE 16     Salary
CHAPTER 4:  OFFICERS AND AUDITORS
ARTICLE 17     Officers
ARTICLE 18     Duties
ARTICLE 19     Auditors
CHAPTER 5:  COMMITTEES AND ADVISORS
ARTICLE 20     Executive Committee
ARTICLE 21     Other Committees
CHAPTER 6:  FINANCE
ARTICLE 22     Annual Reports
ARTICLE 23     Income Expenses
ARTICLE 24     Fiscal Year
ARTICLE 25     Bank Accounts
ARTICLE 26     Indemnification
CHAPTER 7:  MISCELLANEOUS
ARTICLE 27     Offices
ARTICLE 28     Amendment of Bylaws
ARTICLE 29     Effective Date

BYLAWS OF
KOREAN-AMERICAN SCIENTISTS AND ENGINEERS ASSOCIATION NEW YORK METROPOLITAN CHAPTER, INC.

CHAPTER 1:  PURPOSE AND PROGRAMS

ARTICLE 1.  Statement of Purpose

Korean-American Scientists Engineers Association New York Metropolitan Chapter, Inc(“KSEA NY Metro”) shall be operated exclusively as a non-profit organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code to achieve the following objectives:
Contribute to the social welfare the industrial development in the NY Metropolitan area through the promotion of science engineering.
Promote cultivate the next generation of Korean-American scientists engineers.
Promote fellowship among Korean-American professionals engaged in science, engineering, related fields.
Enhance the professional social status of Korean-American professionals engaged in science, engineering, related fields.
Promote cooperation between the NY Metropolitan area Korea in science engineering.
Represent the body of KSEA members residing in the NY Metropolitan adjacent areas.
 
ARTICLE 2.  Programs

Activities to advance technical capabilities industrial development in the NY Metropolitan area.
Programs to promote cultivate the next generation of Korean-American scientists engineers.
Scholarship internship programs in the NY Metropolitan area.
Technical conferences, symposiums, workshops in the NY Metropolitan areaTo publish distribute technical information, including the proceedings of these meetings.
Activities to promote friendship fellowship among the members.
Activities to enhance the professional social status of the members.
Activities to promote cooperation between the NY Metropolitan area Korea in science engineering.
 
CHAPTER 2:  MEMBERSHIP

ARTICLE 3.  Membership Categories

KSEA NY Metro membership shall consist of the following four categories:
Regular Member
Student Member
Distinguished Sponsor Member
Honorary Member
Admission of members except Distinguished Sponsor Honorary Members is subject to approval of the KSEA Executive Committee.

ARTICLE 4.  Qualifications for Regular Members

            A regular member shall be a Korean-American professional residing in the NY Metropolitan area, at least a bachelor degree or its equivalent, who is engaged in science, engineering, or a related field.
 
ARTICLE 5.  Qualifications for Student Member

Undergraduate student memberAn undergraduate student member shall be a college student residing in the NY Metropolitan area, who is pursuing a degree in science, engineering, or a related fieldUndergraduate Student members shall not have voting rights.
Graduate student memberA graduate student member shall be a graduate student residing in the NY Metropolitan area, who is pursuing a degree in science, engineering, or a related fieldGraduate student members shall have the same voting right as regular members.
 
ARTICLE 6.  Qualifications for Distinguished Sponsor Member Honorary Member

A  KSEA NY Metro member or committee may submit a nomination for distinguished sponsor member or honorary member.
Distinguished Sponsor MemberThe Executive Committee shall approve a distinguished sponsor member, who is a respectable natural person or legal entity has made substantial contributions to KSEA NY MetroThe Executive Committee shall determine the qualifying amounts of financial contributions for a person for a legal entity.  Distinguished sponsor members do not have voting rights.
Honorary MemberThe Executive Committee shall approve an honorary member his or her consent, who was a KSEA NY Metro member.

ARTICLE 7.  Voting Member

A voting member is a regular member, graduate student member, or distinguished service member who has paid the membership due at least once within the last two fiscal years (the current the past), received the KSEA Headquarters or the KSEA NY Metro Office at least twenty (20) days before sending out the notice of a meeting.

ARTICLE 8.  Admission

Except for members described in Article 6, to become a KSEA NY Metro member the prospective member must submit the KSEA membership application form the annual dues to KSEA or KSEA NY Metro.

ARTICLE 9.  Membership Dues

Membership dues for each membership category shall be determined the KSEA.

ARTICLE 10.  Disciplinary Actions

In accordance the policies procedure adopted the Council, the Council may suspend the rights privileges of membership or expel any member who violates the Bylaws or KSEA NY Metro policies, interferes KSEA NY Metro goals business, or disgraces KSEA NY Metro’s reputation.

ARTICLE 11.  Meeting of Members (“General Assembly”)

Annual MeetingsMembers shall meet annually in May or June for the purpose of electing councilors officers for transacting such other business as may properly come before the meeting.
Special MeetingsSpecial meeting may be initiated at any time (i) eleven or more Councilors, or (ii) the Executive Director at the written request of at least twenty or one-fifth of the voting regular members.  Such request shall state the purpose of the meeting.  Business transacted at all special general assembly shall be confined to the purpose stated in the notice of the meeting.
Manner Place of MeetingMeetings held in person shall be at such places as shall be designated the President.  At the discretion of the Council, the members may hold annual special meetings entirely or in part mail ballotIn such case, the Council must adopt procedures guidelines to permit members to participate in vote at the meeting means of remote communications.
Notice of MeetingsWritten notice of each meeting, whether annual or special, stating the time place where it is to be held, shall be delivered either personally, mail, or e-mail, fax or other electronic means not less than twenty (20) or more than fifty (50) days before the meeting, to each voting member at such a meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, shall indicate that it is being issued , or at the direction of, the person or persons calling the meeting.  Such a notice shall be directed to each member at his or her address, including e-mail address, as it appears on the records of KSEA NY Metro.
Quorum. Except as otherwise provided in these Bylaws or statute, at all general assemblies, the presence of at least twenty (20) voting members or one-fifth of all voting members at the commencement of such meeting shall be necessary sufficient to constitute a quorum for the transaction of any business.
Voting. At all general assemblies of the members, every voting member shall have one (1) vote.  All elections shall be held all questions shall be decided a majority of the votes cast except as otherwise provided law or these Bylaws.  In case of a tie vote, the Chair shall have the deciding power.
Addendum. The period of the meeting notice for the General Assembly on May 2, 2003 shall be waived.

CHAPTER 3:  BOARD OF DIRECTORS (COUNCIL)
 
ARTICLE 12.  Councilors

A Council consisting of the following Council Members or Councilors shall manage
the affairs of the Corporation:
President
Executive Vice President Vice President
Executive Director
Finance Director
Five (5) immediate Past Presidents who are available to serve.
Twelve (12) Elected Councilors.  Elected Councilors may also serve as Executive Director or Finance Director
Up to five (5) Student Councilors
All Councilors must be members of KSEA NY Metro in good standing.
The term of all Councilors is one year corresponding to the term of their positions, except for Elected Councilors, which is three yearsIn the event of a vacancy in any position except Executive Director Finance Director, the replacement is elected the CouncilIn the event of a vacancy in Executive Director Finance Director, the replacement is nominated the President confirmed the Council.  The term of the replacement is the remaining term of the replaced person.
 
ARTICLE 13.  Functions of the Council

In addition to its general authority, the Council shall deliberate make decisions on the following items:
Recommendation of candidates for President, Executive Vice President, Vice President, Auditors, Elected Councilors, the committee members set forth in the policies adopted the Council.
Election of Student Councilors.
Election of Elected Councilors in the event of a vacancy.
Confirmation of Executive Director Finance Director.
Recommendation to General Assembly to enact a new Bylaw or to amend a Bylaw.
Approval of new amended policies procedures.
Approval of the Annual Report of the previous administration, the business plan budget of the current administration.
Establish committees.
           
ARTICLE 14.  Election of Elected Councilors

The Elected Councilors shall be elected the General Assembly, from the candidates nominated the Council or at least 10 regular members.

ARTICLE 15.  Council Meeting

Meetings. The Regular Council Meeting shall be convened three times in every fiscal yearThe President or the Executive Committee may convene a special Council Meeting when necessaryThe meeting notice should be sent to all Councilors at least 14 days before the scheduled meeting.  The meeting agenda should be sent to all Councilors at least 7 days before the scheduled meeting.
QuorumThe presence in person or proxy at the commencement of such meeting of at least eleven (11) Councilors shall be necessary sufficient to constitute a quorum for the transaction of any business.
Manner Place of MeetingAt the discretion of the President, the Council may hold special meetings entirely or in part remote communication, including e-mail, fax, mailIn such case, the Council must adopt procedures guidelines to permit members to participate in vote at the meeting means of remote communications.  Meetings held in person shall be at such places as shall be designated the President.  Unless otherwise restricted the Articles of Incorporation or these Bylaws, the Council may authorize Councilors to vote mail or electronic means, without a meeting, on a stated proposal.
Voting. At all meetings of the Council every Councilor shall have one (1) vote.  Student Councilors may vote only in case that they are present in person at the meetings.  All questions shall be decided a majority of the votes cast.  In case of a tie vote, the Chair shall have the deciding power.
 
ARTICLE 16.  Salary

No stated salary shall be paid to Councilors for their services as such.  However, nothing in these Bylaws shall be construed to preclude any Councilor from serving KSEA NY Metro in any other capacity receiving compensation therefore.

CHAPTER 4:  OFFICERS AND AUDITORS
 
ARTICLE 17.  Officers

Officers. The officers of KSEA NY Metro shall consist of the following:
President
Executive Vice President Vice President
Executive Director, who shall also serve as Secretary
Finance Director, who shall also serve as Treasurer
Other Officers
Election. The President the Vice Presidents shall be nominated the General Assembly, from the candidates selected the Council or at least 10 regular membersThe Executive Director the Finance Director shall be nominated the President confirmed the Council.  Other Officers shall be appointed the President.
TermThe term for all Officers is one fiscal yearIn the event of a vacancy in President Vice Presidents, the replacement is elected the Council.  In the event of a vacancy in Executive Director or Finance Director, the replacement is nominated the President confirmed the Council.  In the event of a vacancy in Other Officers, the replacement is appointed the President.  The term of the replacement is the remaining term of the replaced person.
 
ARTICLE 18.  Duties

President. The President shall be the chief executive officer of KSEA NY MetroThe President coordinates oversees the work functioning of all offices committees.  The President may sign execute all contracts or other obligations authorized the Council in the name of KSEA NY MetroThe President shall seek the approval of the Executive Committee on significant matters other than those previously set forth in the policies adopted the CouncilThe President shall serve as Chair at Council Meetings at member meetings, including the General Assembly.
Vice Presidents. The Vice Presidents shall assist the President the Executive Vice President serves as President when the President cannot fulfill the duties of the position.
Executive Director Finance DirectorThe Executive Director the Finance Director shall perform their duties under the direction of President the Executive CommitteeThey shall report maintain the records of all meetings activities of KSEA NY Metro relevant to their responsibilities.
 
ARTICLE 19.  Auditors

Election. Two Auditors shall be elected General Assembly, from the candidates nominated the Council or at least 10 regular members.
TermThe Auditors shall serve for one fiscal yearIn the event of a vacancy in any position, the replacement is elected the CouncilThe term of the replacement is the remaining term of the replaced person.
ExclusionsAn auditor may not also simultaneously serve as an officer or Councilor.
Duties. The Auditors shall audit KSEA NY Metro finances report the results to the Council.
 
CHAPTER 5:  COMMITTEES
 
ARTICLE 20.  Executive Committee

Membership. The following members of the Council shall serve as the Executive Committee, which shall have exercise the authority of the Council to the extent provided Council resolution: President, Executive Vice President, Vice President, Executive Director, Finance DirectorThe President may, in his discretion, appoint additional Directors to the Executive Committee August in a fiscal year.
Functions. Executive Committee Meetings shall deliberate make decisions on the following items:
Business plans management of KSEA NY Metro.
Budget financial reports.
Items delegated the Council.
Matters authorized the Bylaws.
Other appropriate matters.
MeetingsThe President shall convene Executive Committee Meetings as necessaryThe President shall attempt to give all Executive Committee members notice of the agenda at least seven (7) days before the scheduled meeting.  Any meeting may be conducted in person, mail, or electronic means.
QuorumThe presence in person or proxy at the commencement of such meeting of two-third of the Executive Committee members or at least three Executive Committee members shall be necessary sufficient to constitute a quorum for the transaction of any business.
Voting. At all meetings of the Executive Committee, every committee member shall have one (1) vote.  All questions shall be decided majority voteIn case of a tie vote, the Chair shall have the deciding power.

ARTICLE 21.  Other Committees

The Council may from time to time establish additional committeesThe designation appointment of any such committee the delegation thereto of authority shall not operate to relieve the Council or any individual Councilor of any responsibility imposed upon it or him law.

CHAPTER 6:  FINANCE
 
ARTICLE 22.  Annual Reports      

The following items shall be reported to all members after the approval of the Council:
The final income expense statement the final business report for the previous year the Past President.
The business plan budget for the current year the current President.
Other items deemed necessary the Council.

ARTICLE 23.  Income Expenses

KSEA NY Metro has the following sources of income all expenses of KSEA NY Metro shall be paid these sources:
Membership fees.
Sponsorships, contributions donations from individuals corporations.
Other sources of income derived from KSEA NY Metro businesses.

ARTICLE 24.  Fiscal Year

The fiscal year of KSEA NY Metro shall commence on July 1 end on June 30 of the following year.
 
ARTICLE 25.  Bank Accounts

The Council may designate one or more banks or financial institutions as depository of KSEA NY Metro funds.  The Council shall designate the officers who shall have the authority to deposit or withdraw KSEA NY Metro funds, the number of signatures required to draw against the funds.  If no officers are designated, all checks shall be, signed the President or the Vice President countersigned the Executive Director or the Finance Director.

ARTICLE 26.  Indemnification

DefinitionsAny word or words that are defined in the Associations Article of the Annotated Code of New Jersey, as amended from time to time (the “Indemnification Section”), shall have the same meaning as provided in the Indemnification Section.
Indemnification of Councilors Officers. KSEA NY Metro shall indemnify advance expenses to a Councilor or Officer of KSEA NY Metro in connection a proceeding to the fullest extent permitted in according the Indemnification Section.
Indemnification of Employees Agents. With respect to an employee or agent, other than a Councilor or officer of KSEA NY Metro, KSEA NY Metro may, as determined the Council of KSEA NY Metro, indemnify advance expenses to such employee or agent in connection a proceeding to the extent permitted in accordance Indemnification Section.
 
CHAPTER 8:  MISCELLANEOUS
 
ARTICLE 27.  Offices

The KSEA NY Metro Office shall be located in the New York Metropolitan area.  The current location is 200 Sylvan Ave Suite 12, Englewood Cliffs, NJ 07632.  The principal office may be changed from time to time upon approval of the Council.
 
ARTICLE 28.  Amendment of Bylaws

The Council may recommend amendments to the Bylaws.  The amendments shall be submitted to the members at the annual meeting or a special meeting called for this purpose.  The quorum for approving amendments to the Bylaws shall be at least twenty (20) voting members or one-fifth of all voting members.  Amendments shall require approval of at least 2/3 of the total votes cast.

ARTICLE 29.  Effective Date

These Bylaws shall be effective immediately upon the approval of the General Assembly.
The undersigned certifies that the foregoing Bylaws have been adopted as the amended Bylaws of KSEA NY Metro, in accordance the requirements of the Law of New Jersey.  These Bylaws shall become effective immediately upon adoption the General Assembly of KSEA NY Metro.