BYLAWS OF

THE VIETNAMESE ASSOCIATION

FOR

COMPUTING, ENGINEERING TECHNOLOGY AND SCIENCE

(VACETS)


OUTLINE


ARTICLE I
MEMBERSHIP STATUS

1.1 Members.

Any professional in the Computing, Engineering Technology and Science fields with an electronic mail address can apply for membership by filling out a membership form to be determined by the Admission Committee. The Admission committee of VACETS will need to approve all applications for membership. In addition to the regular membership for professionals, a student membership will also be available for college students. Student members right to vote may be limited. The Executive can alter by resolution the right to vote of student members.

1.2 Dues

The Executive Committee shall establish by resolution, and from time to time may modify a dues schedule for the members of VACETS.

1.3 Membership suspension and removal

A member of VACETS may be expelled or suspended for cause upon the proposal of the past- President who chairs the Disciplinary Committee and the vote of two-thirds of the members of the Executive Committee. The member must be given not less than fifteen days prior written notice of the proposed expulsion or suspension and the reasons therefor and must be afforded an opportunity to be heard, through electronic mail, by the Executive Committee, not less than five days before the effective date of the expulsion or suspension.

The decision of the Executive Committee can be appealed through the member initiated petition described below. The expelled member needs to indicate his intention to go through this appeal procedure within 2 weeks of the decision of the Executive Committee. The expulsion decision will then be suspended for one month to allow the expelled member time to start his petition.

1.4 Nondiscrimination

1.4 Nondiscrimination. No member can have his membership revoked nor an applicant for membership be refused membership based on his/her geographical location or his/her political belief.


ARTICLE II
VOTING BY MEMBERS

2.1 Annual Election

The annual election of the Executive Committee members for the next term of office, which begins on July 1st and ends the next June 30th shall take place the preceding April. The past-President is in charge of the balloting. Any member in good standing can stand for election to the Executive Committee after filing the appropriate form, approved by the Executive Committee, with the past-President. The general endorsement requirement is either by the Executive Committee or by ten regular members in good standing.

2.2 Special Balloting

The Executive Committee may call a special ballot measure to request approval for certain initiatives.

2.3 Member initiative

Any member may submit a petition for an initiative to the past-President. After reviewing the initiative, the past-President may recommend to the Executive Committee that the initiative be approved with or without a special ballot or he may consider the petition as a member initiative. Any recommendation by the past-President to the Executive Committee can be approved by a simple majority (50+%) of a quorum of the Executive Committee.

If the Executive Committee accept the proposal as is, then it is put in force without further action on the part of the initiator.

If the Executive Committee recommend that it be put to a vote of the general membership, then the past-President will need to organize a special ballot within the next 90 days.

If the past-President recommendation is that this be considered a member initiative, he will determine the required number of endorsements from regular members in good standing in order to qualify this initiative for a ballot. This number should correspond to 10% of the regular members at the time the petition is submitted. The petitioner will then have 90 days to collect the required endorsements. Within 90 days after a qualified petition has been submitted to the past-President, balloting must start.

2.4 Notice of Balloting

An e-mail notice will be broadcast to all members on the official VACETS bulletin board at least two (2) weeks prior to any voting providing information on the reason for the vote, information on how to vote and where to electronically mail the ballot. At that time the list of members who can vote will be posted. Only members from this list will be allowed to vote on this ballot.

The past-President will decide on any appeal with regard to the voter list. Any appeal must be made within two weeks of the list posting. The Executive Committee is the final arbitrator in this matter.

2.5 Quorum

Those members of VACETS entitled to vote, who actually vote, shall constitute a quorum. Except for the election of Executive Committee members and some special amendments of this bylaws which are described later in Section VII, a simple majority (50+%) of the quorum shall be necessary for the adoption of any matter voted upon by the members. In case of a tie, the President shall be allowed to cast an extra public vote to break the tie. Voting is by secret ballot. Only the Vote Counting Team headed by the past-President will be privy to the vote information. Any violation of the secret ballot will be considered a major offense subject to expulsion.

2.6 Proxy voting

Individual proxy voting will not be allowed. The e-mail signature on the ballot must agree with the e-mail signature on the corporate file and posted as indicated in 2.4.

In an initiative ballot, proxy voting to the Executive Committee or a well identified individual or group will be allowed, if the ballot measure allows it and explicitly calls this out. However, the rule for counting these proxy votes must be specified prior to voting. The actual proxy vote must then be public.

2.7 Vote revocation

Once electronically sent in, a vote cannot be revoked if valid. An invalid ballot can be resubmitted.

2.8 Merger

Any resolution to merge VACETS with any other organization, will require the approval by a simple majority (50+%) of a quorum of the Executive Committee, and by a two-thirds majority of the votes cast by members in a special ballot.


ARTICLE III
EXECUTIVE COMMITTEE

3.1 General Powers

The affairs of VACETS shall be managed by its Executive Committee, which acts as its Board of Directors.

3.2 Number

The number of members of the Executive Committee shall be no less than seven and no greater than fifteen. This number is initially fixed at seven and can be modified by resolutions of the Executive Committee. Any change in the number of Executive Committee members will become effective at the next annual election.

This number includes the three members of the Office of the President, namely the President-elect, the President and the past- President.

3.3 Tenure and Classification

Regular Executive Committee members shall be elected for a one year term. The members of the Office of the President will normally serve a total of three years, namely the first year as President- elect, the second year as President and the third year as past- President.

Nothing herein shall be construed to prevent a regular Executive Committee member from succeeding himself or herself, with the exception of regular or temporary members of the Office of the President.

Two types of members are currently planned. Executive members at large, voted by the whole membership, and regional members. The latter type requires a division of the world in regions to be approved by the Executive Committee prior to the election.

3.4 Vacancies

Any vacancy occurring in the Executive Committee by reason of a death, resignation or removal of an Executive Committee member shall be filled with a member in good standing by vote of the remaining Committee members, even if the Committee members then in office constitute fewer than a quorum. A Committee member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

3.5 Reports to the general membership

At least one (1) month prior to holding the annual election, the Executive Committee shall report to the general membership through electronic mail on the official VACETS bulletin board the financial and membership state of VACETS and other items the Committee deemed appropriate.

3.6 Quorum

One-third of the number of Executive Committee members of VACETS fixed in accordance with these Bylaws, shall constitute a quorum for the transaction of business by the Executive Committee. The exception is with disciplinary action, when two thirds of the number of Executive Committee members are required for a quorum, and the vote required is two thirds of the quorum or 50+% of all Executive Committee members, whichever number is greater.

All votes on the Executive Committee are public.

3.7 Manner of Acting

The act of the simple majority (50+%) of the Executive Committee members present at an electronic meeting at which a quorum is present shall be the act of the Executive Committee. Again, except when dealing with disciplinary issues.

3.8 Removal from Office

The members may remove one or more Executive Committee member elected by them with or without cause through a member initiated ballot called expressly for that purpose. A simple majority (50+%) is needed.

An Executive Committee member can be removed with cause, upon recommendation by the past-President, by the Executive Committee upon a two-third vote. In case the Executive Committee vote is exactly two-third for, one third against, the President will be allowed an extra vote to break the tie, unless he is the one being removed. In the case of removal of the President and only an exact two-third removal approval can be achieved, the motion to remove the President will be dismissed.

3.9 Compensation

Members of the Executive Committee shall not receive any stated salaries for their services, but by resolution of the Executive Committee expenses may be allowed for attendance at any meeting of the Executive Committee. Nothing herein contained shall be construed to preclude any Executive Committee members from serving VACETS in any other capacity and receiving compensation therefor.

3.10 Transition period

During the 1994-95 term, there will be no elected Executive Committee yet. The ad-hoc Administrative Committee will function in its place. For the 1995-96 term, the total number of Executive Committee members is fixed at seven.


ARTICLE IV
OFFICERS

4.1 Designation

The officers of VACETS shall be a President, a President-elect and a past-President. These officers, who form the Office of the President, are also members of the Executive Committee with full voting privileges.

The Chairmen of various committees are appointed by the President from outside the Executive Committee and subject to Executive Committee approval. Examples of committees are: Chapter Committee, Technical Activities Committee.

4.2 Election

In the annual election, the Committee member who gathers the highest number of votes will be offered the position of President-elect. In case of a tie in the number of votes, the eldest person will be offered the position first. If he/she chooses not to accept this position, the position will be offered to the next highest vote getter, or next elder person in the case of a tie, and so forth.

After serving a year as President-elect, he/she becomes President, then the following year past-President.

4.3 The President

The President shall be the principal executive officer of VACETS and subject to the control of the Executive Committee, shall in general supervise and control all of the business of VACETS. The President shall also chair the Executive Committee and shall, when present, preside at all (electronics) meetings of the members and the Executive Committee. The President may sign, with the President-elect or any other proper officer of VACETS authorized by the Executive Committee, certificates of membership in VACETS, any deeds, mortgages, bonds, contracts or other instruments which the Executive Committee has authorized be executed; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time to time. Should the President resign, he cannot stand for election for the Executive Committee at the next election.

4.4 The President-elect

The President-elect will act as the Secretary-Treasurer of VACETS. He will be responsible to

4.5 The past-President

The past-President will be the in charge of the Discipline committee of the Executive Committee and will be responsible for all voting. The past-President, being in charge of election, cannot stand for election for the Executive Committee in the election he is responsible for supervising.

4.6 Removal

Any officer may be removed for cause by the Executive Committee upon the recommendation by the past-President if he is not the officer involved, in which case it will be upon the recommendation of the President, at any time with cause. A two- third vote of the Executive Committee is required. Again the President can break any tie (exact two third) vote.

4.7 Vacancies

Any vacancy in any office because of death, resignation or removal shall be filled for the remaining unexpired portion of the term as follows.

In the case of the President, the order of succession is President- elect, past-President.

In the case of the President-elect, by a member of the Executive Committee, elected by a quorum of the Executive Committee. At the next election, a President will need to be elected, along with the President-elect. The Presidency will be offered to the member with the most votes, in a procedure similar to the selection of the President-elect described in Article 4.2. After selection of the President, the President-elect will be selected in a similar manner from the remaining elected members.

In the case of the past-President, by a member of the Executive Committee, elected by a quorum of the Executive Committee. The temporary past-President being in charge of voting cannot run for the Executive Committee at the next election.

4.8 Transition

During the 1994-95 term, the structure of VACETS is different from that described in these bylaws. The ad-hoc presiding Officer is the Chairman of VACETS. During this transition period, the Chairman of VACETS may elect to delegate some of the responsibilities of the Office of the President described in these bylaws. For the 1995-96 term, both the President and President- elect will be elected. The 1994-95 Chairman will serve as past- President during the 1995-96 term.

With seven Executive Committee member positions, as per Article 3.10, in the 1995-96 election there will be election held for six positions. From the six elected officials, the President and President-elect will be chosen as per Articles 4.2 and 4.7.


ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Executive Committee may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of or on behalf of VACETS, and such authority may be general or confined to specific instances.

5.2 Loans

No loans shall be contracted on behalf of VACETS and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Committee. Such authority may be general or confined to specific instances. In no event shall VACETS make a loan to any officer or Executive Committee member of VACETS.

5.3 Checks Drafts or Other Instruments

All checks, drafts and other orders for the payment of money, and promissory notes and other instruments of indebtedness issued in the name of VACETS shall be signed by such officer or officers or, employees of VACETS as shall be determined from time to time by the Executive Committee.

5.4 Deposits

All funds of VACETS not otherwise employed shall be deposited from time to time to the credit of VACETS in such banks, trust companies or other depositories as the Executive Committee may select.

5.5 Gifts

The Executive Committee may accept on behalf of VACETS any contribution, gift, bequest or device for any purpose of VACETS.

5.6 Fiscal Year and Term of Office

The fiscal year of VACETS shall be the calendar year. The term of office shall be from July 1st to June 30th of the next calendar year.


ARTICLE VI COMMITTEES

6.1 Administrative Committee

The President, with the approval of the Executive Committee may appoint an administrative committee that shall have and exercise the authority of the Executive Committee in the management of the business of VACETS; provided, however, that the administrative committee may not:

6.2 Chairmanship of various subcommittees

The chairperson of all major subcommittees in the Administrative Committee are to be nominated by the President and confirmed by a simple majority (50+%) vote of the Executive Committee.


ARTICLE VII
AMENDMENT OF BYLAWS

7.1 Admend bylaws

These bylaws, with the exceptions outlined in article 7.2 and 7.3, can be amended by a simple majority (50+%) vote of a quorum of the Executive Committee or by a simple majority (50+%) of regular members who cast votes in a special ballot.

7.2 Admend Articles

Articles 1.4 and 2.8 can only be amended upon a simple majority (50+%) vote of a quorum of the Executive Committee and a two third majority of the vote casts by regular members in a special ballot.

7.3 Non-Admendable Articles

No article in this Section, namely Articles 7.1, 7.2 and 7.3, can be amended.


ARTICLE VIII
APPROVAL OF BYLAWS

8.1 Approval

To become effective this bylaws needs to be approved by a simple majority (50+%) of the public votes cast by the members of the 1994-95 Administrative Committee.


Note: February 3, 1995 The Bylaws were approved by a vote of 18 yes, 1 no.
(Tra^`n Tho^'ng)
anhvuong@hns.com

Copyright © 1995, VACETS