(a California nonprofit public benefit corporation)

Date of Adoption: February. 18, 2016

TABLE OF CONTENTS (CONTINUED)

Formation…………………………………………………………………………………………..2 Missions and Objectives……………………………………………………………………….2

2

Membership in GFCBW-SCC. ………………………………………………………………..2 Eligibility. …………………………………………………………………………………………..3 Membership Dues……………………………………………………………………………….3 Termination. ………………………………………………………………………………………3

Memberships Not Transferable. …………………………………………………………..3 ARTICLE VI. MEMBER MEETING 4

Annual Meeting of Members. ……………………………………………………………..4 Special Meetings. ………………………………………………………………………………4 Location of Meeting. …………………………………………………………………………4 Notice of Meeting. ……………………………………………………………………………4 Electronic Notice. ……………………………………………………………………………..4 Quorum. ………………………………………………………………………………………….4 Voting. …………………………………………………………………………………………….5 Majority Approval. ……………………………………………………………………………5 Solicitation of Ballots. ……………………………………………………………………….5 Anonymous Ballots. ………………………………………………………………………….5 Retention and Filing of Ballots. …………………………………………………………..5

Proxies. …………………………………………………………………………………………..5 Validity of the Proxies. ………………………………………………………………………6

ARTICLE VII. BOARD OF SUPERVISORS 6

Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5

OC 7341836v1

Board of Supervisors. ………………………………………………………………………..6 Purpose……………………………………………………………………………………………6 Appointment of the Board of Supervisors…………….. …………………………….6 Term of Office…………………………………………………………………………………..6 Meetings………………………………………………………………………………………….7

i

AMENDED AND RESTATED BYLAWS OF

GLOBAL FEDERATION OF CHINESE BUSINESS WOMEN SOUTHERN CALIFORNIA CHAPTER,
(a California nonprofit public benefit corporation)

ARTICLE I. NAME

The name of this corporation shall be: GLOBAL FEDERATION OF CHINESE BUSINESS WOMEN SOUTHERN CALIFORNIA CHAPTER (“GFCBW- SCC”).

ARTICLE II. SUBORDINATE CORPORATION

GFCBW-SCC is an integral subordinate of GLOBAL FEDERATION OF CHINESE BUSINESS WOMEN in Taiwan (“GFCBW-HQ”). The GFCBW-HQ guidelines now or hereafter in effect are incorporated by reference into these Bylaws. If any conflict arises between the GFCBW-HQ guidelines and these Bylaws, such conflicts will be resolved, as reasonably as possible based on the different law and practices applicable to GFCBW-SCC, in the spirit of the GFCBW-HQ guidelines. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. The GFCBW-HQ guidelines for branches is hereby attached as appendix A at the end of these Bylaws.

ARTICLE III. OFFICES

The County where the principal office for the transaction of the business of GFCBW- SCC (“principal executive office”) is located in Los Angeles County, California. The directors shall designate the exact location of the principal office and may at any time change the principal office from one location to another within Southern California.

OC 7341836v1

1

Section 4.1 Formation.

ARTICLE IV. MISSIONS AND OBJECTIVES

GFCBW-SCC has been formed under the California Non-Profit Public Benefit Corporation Law for the missions and objectives described in the Articles of Incorporation and it shall be nonprofit and nonpartisan.

Section 4.2 Missions and Objectives.

The specific missions and objectives of GFCBW-SCC are as follows: Our mission is captured in four phrases: “Global frame of mind,” “Embrace trends,” “Build the networks,” and “Develop the economic and trade relations.” We seek to promote economic and trade relations based on a broad international perspective of world concerns and understanding of global trends. We aim to unite Chinese-American business women so that their talents, expertise and resources reach more business opportunities. Through the interaction between our members, we will build friendship, foster leadership and gain personal growth. We strive to strengthen positive public relations with American business organizations and local communities to gain recognition of Chinese Business Women. Our business exchanges will raise global awareness of Chinese cultures and arts to help promote diplomatic ties.

Notwithstanding any other provision of these Bylaws, GFCBW-SCC shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501C(6) of the Internal Revenue Code, or Section23701 of the California Revenue and Taxation Code, or the corresponding provision of any future federal and California tax laws;

GFCBW-SCC shall observe all local, state and federal laws that apply to a nonprofit organization as defined in section 501C of the Internal Revenue Code. Notwithstanding any of the above statements of missions and objectives, GFCBW-SCC shall not, except to an insubstantial degree, engage in any activities or exercise and powers that are not in furtherance of the missions and objectives described in the Articles of Incorporation of GFCBW-SCC.

ARTICLE V. MEMBERSHIP

Section 5.1 Membership in GFCBW-SCC.

GFCBW-SCC shall have general members. Members in good standing (as defined below) have the right to vote for the election of directors and to participate in any and all activities that GFCBW-SCC designs for its members. A member who is current on their membership dues as set forth in section 5.3 is in good standing.

2

OC 7341836v1

Section 5.2 Eligibility.

Any woman, or woman representing association, corporation, or partnership, having
an interest in the objectives of this organization shall be eligible to apply for membership in GFCBW-SCC. The membership application should be approved by the Board of Directors. The spouse of an individual member could serve as a consultant to GFCBW-SCC. There are four types of members to GFCBW-SCC: (1) regular/annual members, (2) lifetime members, (3) corporate members, and (4) honorary members. A regular/annual member who has held membership for ten (10) cumulative years or more becomes eligible for a lifetime membership. The foregoing described ten (10) year term does not need to be consecutive terms and is retroactive starting from the year 2010. It shall be the burden of the regular/annual member to prove her eligibility based on her membership terms.

Section 5.3 Membership Dues.

Membership dues shall be at such rate or rates to cover each calendar year as may be from time to time prescribed by the Board of Directors payable to GFCBW- SCC. January 31 of the following year is set to be the due date for membership dues for renewal members. Grace period up to 90 days can be extended after the due date for renewal members; i.e. up to April 30. A penalty of 20% on top of the current membership fee will be imposed for a member to rejoin after the grace period. Membership dues for a new member joined any time during the year should be double of the regular annual membership and due upon approval of the application of said new member. The term of membership for said new or renewal member ends with the fiscal year in which the membership dues are submitted except when the membership dues are paid in the months of October through December. If the membership dues are paid in the months of October through December, the dues will cover the said membership to the end of that fiscal year as well as the following year. GFCBW-SCC shall issue membership cards to all members in good standing. The membership dues shall not be refundable after being accepted by GFCBW-SCC.

Section 5.4 Termination.

Any member may resign from GFCBW-SCC upon written request to the Board of Directors. Any member shall be removed by the Board of Directors by a majority vote for nonpayment of dues after ninety (90) days from the date due (i.e., April30), unless otherwise extended for good cause. Any member may be removed by super majority vote (2/3) at a regular or special Board meeting thereof, for illegal conducts which involve immoral character, violate these Bylaws, or substantial prejudicial to the reputation of GFCBW-SCC, after notice and opportunity for a hearing are afforded the member complained against.

Section 5.5 Memberships Not Transferable.

No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death or dissolution.

3

OC 7341836v1

ARTICLE VI. MEMBER MEETING

Section 6.1 Annual Meeting of Members.

A general meeting of members shall be held annually, no later than September, at such time and place, and on such notice, if any, as the Board may determine for the purpose of electing Board of Directors. Qualified voting members are those who have been members for at least one month prior to the annual meeting date. At the annual meeting, the voting members shall be provided a platform for the candidates nominated for the Board to introduce themselves and discuss their qualifications and plans for the Board if elected.

Section 6.2 Special Meetings.

The Board or the President may call a special meeting of the members for issues of special concerns at any time. However, the meeting date shall be at least fourteen (14) days after the notification of special meeting.

Section 6.3 Location of Meeting.

The annual meeting and special meetings of the members shall be held at any place within Southern California designated by the Board. The Board may authorize members who are not present in person to participate by electronic transmission or proxy.

Section 6.4 Notice of Meeting.

When members are required to vote for Board of Directors at the annual meeting, or for any special meeting, a written notice of the meeting shall be given at least fourteen (14) but no more than ninety (90) days before the meeting date. For the annual meeting, the notice should also include the names of all persons who are nominees and their credentials.

Section 6.5 Electronic Notice.

Notice given by electronic transmission by the GFCBW-SCC shall be valid only if delivered by facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that member on record with the GFCBW-SCC.

Section 6.6 Quorum.

Thirty-Three Percent (33%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members.

OC 7341836v1

4

Section 6.7 Voting.

Members in good standing on the date of the annual or special meeting as determined under these Bylaws shall be entitled to cast one vote. Good standing refers to membership at a minimum of one month. Voting will be by ballot. If voting is by anonymous ballot then the ballots must be distributed at the meeting, and not beforehand.

Section 6.8 Majority Approval.

If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting (equal or greater than 51%) entitled to vote shall be deemed the act of the members.

Section 6.9 Solicitation of Ballots.

GFCBW-SCC shall distribute one written ballot to each member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission by GFCBW-SCC, and responses may be returned to the GFCBW-SCC by electronic transmission that meets the requirements of Section 6.5 of these Bylaws. All solicitations of votes by written ballot shall (a) state the number of responses needed to meet the quorum requirement; and (b) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (a) give the members a list of the candidates nominated for the Board and a brief summary of their qualifications and plans for the Board if elected; and (b) provide a reasonable time in which to return the ballot to GFCBW-SCC. A written ballot returned by postal mail or electronic transmission must bear member’s signature to constitute a valid vote. A written ballot that a member marks “withhold,” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director, but can be counted toward quorum. A written ballot may not be revoked.

Section 6.10 Anonymous Ballots.

If the voting is anonymous the ballots can not be sent electronically and must only be distributed during the meeting. Anonymous ballots should be prepared with color paper.

Section 6.11 Retention and Filing of Ballots.

All written ballots shall be filed with the Secretary of GFCBW-SCC and maintained in the corporate records for at least one (1) year.

Section 6.12 Proxies.

Each member entitled to vote shall have the right to do so either in person or by one agent authorized by a written proxy, signed by the member and filed with the Secretary of GFCBW-SCC. A proxy shall be deemed signed if the member’s name is placed on the proxy by the member or the member’s attorney-in-fact, whether by manual

5

OC 7341836v1

signature or electronic mail signature. Each member, besides her own vote, is limited to carrying another two proxies.

Section 6.13 Validity of the Proxies.

Any proxy for which a vote of the members is required shall not be valid unless the proxy lists the candidates who have been nominated to the Board of Directors at the time the notice of the vote is given to the members. No proxy shall be valid after the annual meeting or special meeting for which the proxy was given.

ARTICLE VII. BOARD OF SUPERVISORS

Section 7.1 Board of Supervisors.

In addition to the GFCBW-SCC’s Board of Directors, there shall be a Board of Supervisors consisting of three (3) persons who must be former Presidents of GFCBW-SCC and shall not be a member of the current Board of Directors, and shall not have Board of Director voting rights. The Board of Supervisors shall only supervise and advise if necessary; they have no voting rights.

Section 7.2 Purpose.

The purpose of the Board of Supervisors shall be to supervise the conduct and the business of the Board of Directors. If any conflict arises between the Board of Supervisors and the Board of Directors, the decision by a majority of the Board of Directors shall resolve the conflict.

Section 7.3 Appointment of the Board of Supervisors.

The Board of Supervisors shall be formed annually at the beginning of the year and no later than January 31. The Board of Supervisors shall consist of the three immediate prior Presidents of GFCBW-SCC. Thus, and for example, the Board of Supervisors for 2011 would consist of the 2010, 2009 and 2008 Presidents of GFCBW- SCC. Should any of these three Presidents of GFCBW-SCC be unable or unwilling to serve, then the next immediately prior president (for example in this case year 2007) shall serve as the board of supervisors. The outgoing President of GFCBW-SCC shall serve as the chairwoman of the Board of Supervisors. If for any reason she cannot or does not want to be the chairwoman, the prior year’s President should fill in, and so on and so forth.

Section 7.4 Term of Office.

The members of the Board of Supervisors shall serve for a term of one (1) year. As stated by Section 7.3, each member of the Board of Supervisors may have to serve a maximum of three (3) terms.

OC 7341836v1

6

Section 7.5 Meetings.

The Board of Supervisors shall conduct meetings between themselves as frequently as needed at a place and time to be decided upon by their members. The Board of Supervisors can choose to participate in the Board of Director’s monthly meetings with prior notice to the President or Secretary. The Board should send meeting notice and meeting minutes to the Board of Supervisors.

ARTICLE VIII. DIRECTORS

Section 8.1 Powers.

(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation of GFCBW-SCC and these Bylaws, the business and affairs of GFCBW-SCC shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to select and remove all officers, agents and employees of GFCBW-SCC; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws.

Section 8.2 Number of Directors.

The initial authorized number of directors shall be a minimum of seven (7) and a maximum of seventeen (17) until changed by the directors. The number of directors should not exceed seventeen (17) unless sanctioned by GFCBW-HQ. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of said director’s term of office, unless a director is affirmatively removed from office as hereinafter provided. At least one (1) director seat shall be reserved for a corporate member, provided that one or more corporate member is interested in serving as director. If there is more than one corporate candidate, each candidate should run for office as if it were an individual candidate but these corporate candidates would be identified under a separate category for corporate candidates on the ballot and voted by the members of GFCBW- SCC at the annual meeting.

Section 8.3 Obligations and Qualifications of Directors.

To qualify as a director, a nominee must be a member in good standing and after elected as a director she shall:

(a) pay double the membership dues to GFCBW-SCC per year as an acting director .fee each year

7

OC 7341836v1

(b) recruit at least three (3) new members to GFCBW-SCC each year during her term;

(c) not be absent for more than (3) consecutive regular meetings of the Board of Directors without a reasonable cause;

(d) support and attend at least two-thirds (2/3) of the Board’s events and

activities; and

(e) support and attend the activities that are related to GFCBW-HQ and other sister branches/chapters, including the entertainment GFCBW- SCC will extend for their visits to its branch.

Section 8.4 Election and Term of Office of Directors.

Directors shall be elected for a two-year term at a regular annual meeting of the members to hold office until the next election meeting; however, if the directors are not elected at any regular annual meeting, they may be elected at any special meeting held for that purpose. Each director, including a director invited to fill a vacancy or elected at an annual or special meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Each director may be re-elected for one (1) additional term. No director should serve more than two consecutive terms without a one-year break in between; that is, after two consecutive terms there must be a one-year break before seeking another term. Elections of directors shall be staggered for the stability of the Board so that no more than a simple majority of directors are being elected (replaced) in any one year. For example, if there are eleven (11) directors, in any given year, six (6) directors will be replaced by newly elected directors and five (5) directors will remain on the Board as existing directors (already served one year); and the next year the six (6) new directors will remain on the Board as existing directors and the five (5) existing directors will be replaced by five (5) newly elected directors. Each director shall serve for a two-year term.

Section 8.5 Nominations by Election Committee.

The President shall appoint an Election Committee of five (5) or more directors to nominate qualified candidates for election to the Board at least sixty (60) days before the date of election of directors. This Committee shall make its report and send it to the President at least thirty (30) days before the date of the election, or at such other time as the Board may set, and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by the Election Committee. The Election Committee has the responsibility to nominate the candidates, and conduct and supervise the election, including but not limited to, the auditing of the ballots.

Section 8.6 Honorary Board of Directors.

The Board of Directors shall have the discretion to appoint Honorary Board Member(s). A person who is appointed an Honorary Board Member shall have

8

OC 7341836v1

demonstrated outstanding leadership, gained recognition in her field, and contributed significantly in her services for GFCBW-SCC. An Honorary board director may attend board meetings but shall have no voting rights.

Section 8.7 Vacancies.

(a) Events Causing Vacancies. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of at least one (1) of the following: (i) the death, resignation or removal of any director; (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a director who has been declared of unsound mind by court order or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Corporation Law; (iii) the increase of the authorized number of directors (not to exceed eleven (11) unless sanctioned by GFCBW- HQ); or (iv) the failure at any meeting at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.

(b) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the President or the Secretary, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

(c) Removal of Directors. Any director may be removed by a super majority (2/3) of the directors then in office when the director is found (i) to have consecutive absence for three (3) regular meetings of the Board of directors without a reasonable cause, unless the director was confined by illness or whose absences were approved by a vote of a majority (1/2) of the directors at any meetings; (ii) to have engaged in activities that are directly contrary to the interests of GFCBW-SCC; (iii) to be engaged in the misrepresentation of GFCBW-SCC and its policies to outside third parties, either willfully or gross negligence; or (iv) to no longer be a member of GFCBW- SCC.

(d) Vacancies Filled by Board of Directors. Vacancies in the Board of Directors may be filled by a majority (1/2) of the remaining directors then in office, though less than a quorum, or by the sole remaining director. Each director elected to fill a vacancy shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Each director elected to fill a vacancy may be re-elected for two (2) additional term. Thus, the election to fill a vacancy does not constitute a term.

(e) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

OC 7341836v1

9

Section 8.8 Annual Meeting.

An annual meeting of Directors shall be held in the month of September every year for the purpose of electing officers and to transact any other proper business which may be brought before the meeting. The specific time and place shall be fixed by the Board of Directors and notice thereof shall be sent to each Board Director at least fourteen (14) days before said meeting.

Section 8.9 Monthly Meetings.

Regular meetings of the Board of Directors shall be held monthly, with at least ten (10) days advance notice, and may be held at any place within the State of California. Newly elected Board members shall attend monthly Board meetings in October, November, and December of the election year, but shall not have the power to vote, as it is intended as a training period for new Board of Directors. The last meeting of the year should be held to wrap up business from the prior year and transfer all related files and belongings to the new Board of Directors for the upcoming year.

Section 8.10 Special Meetings.

Special meetings of the Board of Directors for any purpose may be called at any time by the President, or Vice-President, or any two directors. Notice of the time and place of special meetings shall be given to each director by one (1) of the following methods at least five (5) days prior to such meetings: (1) by personal delivery or written notice; (2) by first-class mail, postage paid; (3) by telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; or (4) by electronic mail. All such notices shall be given or sent to the director’s electronic mail address, postal address or telephone number as shown on the records of GFCBW-SCC. Special meetings of the Board of Directors shall be held at any place within Southern California.

Section 8.11 Telephonic Meetings.

Any meeting, regular or special, may be held by telephone conference or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

Section 8.12 Proxy.

Votes by the directors may not be made by proxy. Directors must attend the meeting of the Board of Directors, either in person or remotely through teleconference methods (i.e. speaker phone, conference calling or video conferencing) arranged with the Board before the meeting, and all directors at the meeting can simultaneously hear each other during the meeting, in order to vote on matters placed before the Board of Directors.

10

OC 7341836v1

Section 8.13 Quorum.

A majority of the number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8.15. Every act done decision made by a majority (1/2) of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, except those provisions relating to approval of contracts or transactions in which a Director has a direct or indirect material financial interest. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 8.14 Waiver of Notice.

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to the scheduled meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8.15 Adjournment.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 8.16 Action without Meeting.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE IX. COMMITTEES

Section 9.1 Creation.

The Board of Directors may create Committees as it deems advisable to handle the work of the GFCBW-SCC. The Board of Directors shall authorize and define the powers and duties of all Committees. Mandatory Committees shall be established by the Board pursuant to the terms of this ARTICLE IX, and shall include but not be limited to:

(i) Executive Committee; 11

OC 7341836v1

Section 9.2

(ii) Membership Committee;
(iii) Event Committee;
(iv) Media/Public Relations Committee; (v) Editing Committee;
(vi) Website Committee;
(vii) Photo/video committee;

(viii) Bylaws/Legal Committee. Committees.

The President, according to the talent and interest of each of the directors, and based on the principle of check and balance, should designate two (2) or more directors to serve at each of the above Committees. A Director may serve on as many Committees as she pleases. The Committee appointments shall occur no later than the first annual Board of Director meeting. Each Committee should have a chair appointed by the President and must be from the Board, and a vice chair if necessary that can be selected from the remaining Committee members either by the chair or among the members’ voting. Each Chair can recruit her Committee members according to the function and need of the Committee. Such Committee members should largely be selected from the GFCBW-SCC members, except when expertise is crucial and in such case, non-members may be considered. The Chairman (President) of the Board is an ex- officio member of all Committees. The above Board of Director Committee appointees shall serve for renewable one-year term concurrent with the term of the appointed Board of Directors, unless a different term is approved by the Board of Directors. The rest of the non-board Committee members shall serve for a renewable one-year term, without limitation, by the invitation of that Committee’s chair. It shall be the function of the Committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and carry on such activities as may be delegated to them by the Board of Directors. Any Committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no Committee, regardless of Board resolution, may:

(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires directors’ approval;

(b) amend or repeal Bylaws or adopt new Bylaws;

(c) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(d) expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; and

12

OC 7341836v1

(e) approve any transaction to which GFCBW-SCC is a party and in which one or more directors have a material financial interest.

Section 9.3 Meetings and Actions of Committees.

Meetings and actions of Committees shall be governed by, and held and taken in accordance with, the provisions of these Bylaws concerning meetings of directors, with such changes in the context of these Bylaws as are necessary to substitute the Committee and its members for the Board of Directors and its members, except that the time for regular meetings of Committees may be determined either by resolution of the Board of Directors or by resolution of the Committee. Special meetings of Committees may also be called by the President or by resolution of the Board of directors, or by the Committee. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the Committees, either by the direction of the President or a majority vote of the directors. At a Committee meeting, the majority shall constitute a quorum.

Section 9.4 Executive Committee.

The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board of Directors for its actions. It shall be composed of the President, Vice President, Treasurer, and Secretary. The President will serve as the head of the Executive Committee.

Section 9.5 Membership Committee.

The Membership Committee shall be responsible for the applications for membership which shall be in writing on a form provided for that purpose, and signed by the applicant. The applicant shall read the invitation cover letter, Articles of Incorporation of GFCBW-SCC, and Bylaws (or Bylaw Summary). The Membership Committee shall review all applications and submit them to the Board of Directors with a recommendation. Acceptance of members shall be by the Board of Directors and the Board shall have the final authority to accept the new members at any meeting thereof. Any applicant selected shall become a member upon payment of regularly scheduled membership due as provided in Section 5.3. The Membership Committee is to design benefits and activities that attract potential new members and help maintain the existing memberships. The Membership Committee shall also retain a roster of current members which shall be updated constantly and issue membership cards to reflect the validity of the membership.

Section 9.6 Event Committee.

The Event Committee shall be responsible for the planning of all the events held by GFCBW-SCC. The Event Committee shall: (i) submit event plans to the Board; and (ii) provide waivers to be signed by every event participant, releasing

13

OC 7341836v1

GFCBW-SCC and the Board from any liability relating to said event, if and when applicable. Section 9.7 Media/Public Relations Committee.

The Media/Public Relations Committee shall be responsible for (i) the press release to the media, including but not limited to newspapers, and television stations for all the events and activities GFCBW-SCC holds; (ii) building public relationships with main-stream corporations and local communities to promote the name and recognition of GFCBW-SCC and bring business networking for the members.

Section 9.8 Editing Committee.

The Editing Committee shall be responsible for all the publications such as newsletters and year books to facilitate and increase the communications between GFCBW-SCC members.

Section 9.9 Website Committee.

The Website Committee shall be responsible for the website building of GFCBW- SCC. The Website Committee may be in charge of the website itself or work with a hired specialist and provide all the material including writings and pictures necessary to furnish and update the website in a consistent manner.

Section 9.10 Finance/Budget/Fund Raising Committee; Fiscal Year.

The fiscal year of GFCBW-SCC shall close on December 31 of each year. As soon as possible after the formation of all Committees, this Committee shall work with the Event Committee and the Executive Committee to adopt a budget plan for the coming year that is approved by the Board. According to the budget plan this Committee shall begin its fundraising to meet the budget.

Section 9.11 Bylaws/Legal Committee.

The Bylaws/Legal Committee shall be responsible for the amendments and restatement of these Bylaws, as well as legal issues concerning GFCBW-SCC.

OC 7341836v1

ARTICLE X. OFFICERS

Any candidate for office of the President must be knowledgeable with GFCBW- SCC’s history and affairs. Additionally, only the directors on their second (or more) years of services during her term can run for President unless:

1. She previously served as President, or Vice-President of GFCBW-

SCC; or

2. Special consideration is given by the Board of Directors’ majority vote (1/2) at a regular or special meeting thereof.

The two special considerations above can be applied to the directors appointed to fill a vacancy as provided by section 8.7. An appointed director may become a candidate for President even if her directorship is not considered a term as long as in the judgment of the Board of Directors, the filled-in director has gained the necessary experience with GFCBW-SCC’s affairs and her first year of service is no less than six months .

The President shall appoint Vice President, Secretary and Treasurer. Section 10.2 Term of Office.

An Officer of GFCBW-SCC shall serve for a period of one (1) year, unless the officer resigns during the term pursuant to Section 10.4 or is removed pursuant to Section 10.3 below. An officer can serve more than one (1) year if she is in service of consecutive terms .Same rule apply to President position, she can serve more than one (1) year term and seek for re-election in the next consecutive terms.

Section 10.3 Removal of Officers.

Any officer may be removed, with or without cause, by the super majority (2/3) vote of the Board of Directors, at any regular or special meeting of the Board of Directors.

Section 10.4 Resignation of Officers.

Any officer may resign at any time by giving written notice to the President, or if the President is resigning, to the Secretary of GFCBW-SCC. Any such resignation shall take effect when the request is approved by a majority vote of the Board of Directors.

Section 10.5 Vacancies in Offices. 15

OC 7341836v1

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors. In case of a vacancy in the office of the President, the Vice-President is entitled to the first consideration but shall ultimately be approved by a majority vote (1/2) of the Board of Directors.

Section 10.6 Responsibilities of Officers.

(a) President. The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the officers of GFCBW-SCC.

She shall preside at all meetings of the Board of Directors and Committee meetings as may be necessary. She also has under her immediate jurisdiction all Committees pertaining to their work and general duties. She shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

(b) Vice President. In the absence or disability of the President, the Vice President, as designated by the Board of Directors, shall perform all the duties of the President, and

when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for her respectively by the President or the Board of Directors.

(c) Secretary. The Secretary shall attend to the following and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the

Bylaws:

(i) Record Keeping. The Secretary shall keep, at the principal executive office or the personal residence of the Secretary: (i) all corporate documents such as

Articles of Incorporation and 501C(6) certificate…etc; (ii) a book of minutes of all meetings and actions of Board of Directors and Committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings; (iii) Bylaws as amended to date; (iv) GFCBW Head Quarter’s (GFCBW-HQ) guidelines to date; and (iv) a record of all Board of Directors, including their names, residential addresses, phone numbers and email addresses; all of which shall be open to inspection by the directors at all reasonable times during office hours.

(ii) Notices. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the Bylaws to be given.

(d) Treasurer. The Treasurer shall attend to the following and shall have other powers and perform other duties as may be prescribed by the Board of Directors or the

Bylaws:

(i) Books of Account. The Treasurer shall receive, safely keep and maintain adequate and correct books and records of GFCBW-SCC accounts. The books of

account shall at all reasonable times be open to inspection by any 16

OC 7341836v1

CERTIFICATE OF PRESIDENT

I, the undersigned, hereby certify:

1. That I am the duly elected, qualified and acting President of Global Federation of Chinese Business Women-Southern California Chapter, a California non- profit organization.

2. That the foregoing Bylaws of said GFCBW-SCC were duly adopted as the Bylaws thereof by a Written Consent of the Board of Directors of said GFCBW-SCC on February 18, 2016, and that the same do now constitute the Bylaws of said GFCBW-SCC.

OC 7341836v1

Executed at City of Commerce, California, this 18th day of February, 2016.

19

_______________________ Karen Chen, President

CERTIFICATE OF SECRETARY

1. That I am the duly elected, qualified and acting Secretary of Global Federation of Chinese Business Women-Southern California Chapter, a California non- profit organization.

2. That the foregoing Bylaws of said GFCBW-SCC were duly adopted as the Bylaws thereof by a Written Consent of the Board of Directors of said GFCBW-SCC on February 18, 2016, and that the same do now constitute the Bylaws of said GFCBW-SCC.

Executed at City of Commerce, California, this 18th day of February, 2016