Article I. Name, Address, and Purpose
1.1. Name
The name of this non-profit professional organization shall be Chinese Overseas
Transportation Association (COTA), Inc., hereinafter referred to as the Association. The
abbreviation of the Association is COTA.
1.2. Address
The address of the Association shall be the registered address of the non-profit
professional organization.
1.3. Vision
The Association is committed to being a leading professional organization in promoting
and facilitating communications among transportation professionals worldwide and
transportation professionals in China.
1.4. Mission
1.4.1. To enhance connections among overseas transportation professionals and their
counterparts in China.
1.4.2. To promote transportation development in China by providing knowledge and
expertise through its members.
1.4.3. To enhance networking and collaboration among members of the Association.
1.4.4. To serve as a platform to share information and knowledge on transportation
development for all transportation professionals.
Article II. Membership
2.1. The membership of the Association shall be classified into five categories: Member,
Student Member, Associate Member, Honorary Member, and Institution Member.
2.2. Member
2.2.1. Any individual with a residence status in a country or region other than China,
whose area of expertise is in transportation related fields and/or who is interested
in the Association can become a member of the Association by filing an
appropriate application and upon payment of the membership dues.
2.2.2. Members shall be entitled to all privileges of the Association, including holding
Board of Directors positions and voting on the Association matters.
2.2.3. Members shall pay annual membership dues. The amount of membership dues
shall be determined by the Board of Directors.
2.3. Student Member
2.3.1. A Student Member shall be a person who is enrolled as a full-time student in a
college outside of China.
2.3.2. Student Members shall be entitled to all privileges of the Association, including
holding positions and voting on the Association matters.
2.3.3. Student Members shall pay annual membership dues. The amount of student
membership dues shall be determined by the Board of Directors.
2.4. Associate Member
2.4.1. Any individual who are interested in the Association shall be eligible for this
membership, and may become an Associate Member of the Association upon
filing an appropriate application.
2.4.2. Associate Members shall neither hold positions nor vote on any Association
matters.
2.4.3. Associate Members are not required to pay annual membership dues.
2.5. Honorary member
2.5.1. An honorary member shall be 1) a person who has made significant contributions
to the transportation profession and/or to the Association; or 2) a transportation
professional, regardless of race and nationality, who has been internationally
recognized with his/her prestigious reputation in scholarly research and/or
professional practice. An honorary member must be nominated by the Award and
Recognition Committee and approved by the Board of Directors.
2.5.2. An honorary member shall neither hold Board of Directors positions nor vote on
any Association matters.
2.5.3. Honorary members are not required to pay annual membership dues.
2.6. Institution Member
2.6.1. Institution Members are those legitimate entities, including for-profit corporate
entities, non-profit organizations, governmental agencies and educational
institutes, who agree with the bylaws, are willing to support the Association's
activities, and have paid the annual institution membership dues.
2.6.2. Each Institution Member shall have one (1) affiliate representative who is entitled
to all privileges of a member. However, the affiliate representative may not hold
any positions unless he or she is also a bona fide individual Member at the same
time.
2.6.3. Institution Members shall pay annual membership dues. The amount of
institution membership dues shall be determined by the Board of Directors.
2.7. Association membership shall terminate in the event that the Association member’s dues
become twelve (12) months in arrears.
2.8. Former members of the Association may be reinstated to same membership category in
the manner prescribed by the Association.
Article III. The Board of Directors
3.1. The Board of Directors (BOD) consists of eleven (11) core positions or Officers,
including President, Immediate Past President, two Vice Presidents, Chair of Academic
Affairs, General Secretary, Treasurer, Outreach and Membership Officer, two
Communication officers, and Chair of Student Affairs.
3.2. Duties
3.2.1. The duties of the President include, but are not limited to the directing,
coordinating and overseeing various activities within the Association. In the
absence of the President, these duties, responsibilities, and privileges shall be
assumed by a designated Vice President.
3.2.2. The Immediate Past President shall provide suggestions to the President and play
a role as a liaison with the Advisory Board. In the absence of the Immediate Past
President, his/her duties will be performed by the President.
3.2.3. The two Vice Presidents shall provide assistance to the President in managing the
Association activities.
3.2.4. The Chair of Academic Affairs shall be responsible for directing and/or
coordinating academic activities of the Association.
3.2.5. The General Secretary shall be responsible for all reports and records of activities
concerning the Association.
3.2.6. Treasurer shall keep a record of all fiscal transactions and manage all bank
accounts of the Association. He/she shall be in charge of all the financial reports
and expenditure process for the Association.
3.2.7. The Outreach and Membership Officer shall be responsible for promoting and
managing the membership, including registration and membership dues.
3.2.8. The Communication Officers are responsible for timely disseminating
information of the activities of the Association, developing and maintaining the
Association website to facilitate information dissemination, membership
management, and election, as well as publishing newsletters.
3.2.9. The Chair for Student Affairs shall be responsible for promoting communication
and connections among student members, encouraging student members to
actively participate in major COTA activities, and promoting the establishment of
COTA local student chapters.
3.3. Terms
3.3.1. All the BOD members shall be elected for a two (2) year term. The duty of each
BOD member shall be assigned by the President at the BOD Meeting in January.
The term will be effective immediately at the meeting.
3.3.2. If a BOD member desires to serve his/her second term, he/she must submit a
renewal request to the President with a written self-evaluation of his/her
performance three (3) months prior to the expiration of his/her term. The second
term shall be effective upon the approval of the President and the Immediate Past
President.
3.3.3. A BOD member can serve consecutively up to two terms. At the discretion of the
President, a BOD member can be retained for a consecutively third term. In this
case, the President must make a nomination, which shall be approved by twothirds
(2/3) of all other BOD members and the Chair of Advisory Board. At any
time, no more than two (2) such members shall serve on the BOD, excluding the
President-elect and the Immediate Past President.
3.3.4. If a BOD member becomes the President or the President-Elect, he/she will be
automatically extended for one more term.
3.3.5. The Immediate Past President is automatically granted with a two (2) year term
from the time when he/she steps down as the President.
3.3.6. If a BOD member resigns, the President shall appoint an ad hoc committee to
seek for an interim candidate to fill in the temporal vacancy until the next
election. The interim BOD member will serve until the next election when a new
BOD member is elected. The interim BOD member can also participate in and
win the election to become a formal BOD member. His or her term consequently
starts.
3.3.7. All officers are required to regularly attend BOD meetings and activities of the
Association. A BOD member who fails to do so for more than six months will be
considered to have voluntarily resigned.
3.3.8. The BOD has the right to impeach and remove any BOD member for
misconducts, as approved by two-thirds (2/3) of other BOD members and two (2)
Advisory Board members.
Article IV. Election
4.1. New BOD Member Elections
4.1.1. The election will be held in December annually, if necessary. The number of new
members shall depend on the number of vacant positions. Each eligible candidate
must be a Member or a Student Member. Each candidate must obtain
endorsements from at least three (3) Members, including at least one current BOD
member. Each candidate must submit a written application. No more than one
(1) candidate from the same organizational entity is permitted to run the election
at one time. No candidate is allowed from an organizational entity that currently
has an active BOD member who will continuously serve after the election.
Association, at the judge of the BOD, are not eligible for election.
4.1.2. The Election Committee will organize the election and report the result to the
BOD. The Election Committee consists of three (3) BOD members, who shall be
appointed by the President. Members of the Election Committee should not
endorse any candidate.
4.2. Election of Next President
4.2.1. The election of the next President will be held three (3) months prior to the end of
the current President’s term. One or two candidates from the current BOD will be
nominated by the Nomination Committee. Each candidate must currently be a
BOD member. The Nomination Committee shall consist of the President,
Immediate Past President, and one Advisory Board member. The BOD will
convene and vote. The candidate with the highest votes shall be the President-
Elect who shall assume the President’s duties after the BOD Meeting in January.
Article V. Committees
5.1. Standing Committees: The BOD shall maintain the following committees:
5.1.1. Academic Affairs Committee shall consist of at least three (3) BOD members and
is chaired by the Chair for Academic Affairs.
5.1.2. Outreach and Communication Committee shall consist of General Secretary, two
(2) communication officers, and membership and outreach officer, and is chaired
by a Vice President.
5.1.3. Award and Recognition Committee shall consist of at least three (3) BOD and/or
advisory members, and is chaired by a Vice President.
5.1.4. Fundraising Committee shall consist of at least three (3) BOD and/or advisory
members, and is chaired by a Vice President.
5.1.5. A new Standing Committee may be established and the members of it shall be
appointed by the President with the approval of the BOD.
5.2. Technical Committees
The technical committees are affiliated with the Association. The committees are
established to promote transportation research and development to address critical issues
in certain areas. The committees shall be formed upon approval of the BOD and
directed by the Chair of Academic Affairs as needed.
5.3 Special or ad hoc Committee
A special or ad hoc Committee may be established and Members of it shall be appointed
by the President with the approval of the BOD.
Article VI. Advisory Board
6.1. Membership
The Advisory Board shall consist of a minimum of five (5) members who are appointed
by the President. The members of the Advisory Board shall be former BOD members
and/or distinguished professionals in transportation and related areas.
6.2. Duty
The President shall consult with the Advisory Board regarding important issues of the
Association but are not bound with the advices from the Advisory Board. The Advisory
Board members can attend the BOD meetings upon request but shall have no voting
right at the meetings.
6.3. Terms
Each member shall hold a two-year term and can be renewed upon the approval of the
President.
Article VII. Regional Chapter or Sub-Organization Affiliated with COTA
7.1 A sub-organization and/or chapter may be established geographically in any countries or
regions beyond the US and China (e.g., COTA-Europe).
7.2 A regional Chapter or sub-organization of COTA may be formed and operated on a plan
consistent with the vision and mission of COTA. Formation guidelines and
administration of the Chapters are provided in COTA rules and regulations.
7.3 The President of the Chapter is automatically a Regional Liaison Officer of BOD,
effective from the time when his/her term begins until he/she steps down. The number
of the Regional Liaison Officers is dependent upon the number of such regional
Chapters that have been established and not confined by the number of BOD members.
Article VIII. Administrative Provisions
8.1 Proper Use of Association Resource
The BOD shall be authorized and empowered to pay reasonable reimbursements,
payments or compensation for services rendered. Nobody, under any circumstances, can
use the fund of the Association at his/her own benefit. The Association’s budget must
be approved by at least two thirds (2/3) of the BOD members. Any non-budgeted
expense shall be consulted and approved by the President.
8.2 Limitation on Political Activity
No activities of the Association shall be carrying on propaganda or otherwise attempting
to influence legislation, and the Association shall not participate in, or intervene in any
political activities.
8.3 Conflict of Interest
A Conflict of Interest shall be defined when an individual member’s activity appears to
be contrary to the best interest of the Association. Any interested individual must
disclose the existence of any actual or possible conflict of interest to the Association.
8.4 Distribution of Association Assets
Upon dissolution of the Association, the assets remaining after the payment of the debts
of the Association shall be distributed to such organizations organized and operated
exclusively for charitable, educational, literary, or scientific purposes.
Article IX. Amendments
9.1 This Bylaws may be amended only by the following procedure:
9.1.1 Proposal.
An amendment to the Bylaws may be proposed by any member of the
BOD by a written petition with signatures of no less than three (3) BOD
members.
9.1.2 Approval.
The proposed amendments shall be reviewed and approved by the
BOD and COTA members. If review result is unanimously positive, the approval
of the amendments shall only require the agreements of at least two-thirds (2/3) of
the BOD members; otherwise, a 2/3 majority of votes from COTA members is
required for approval.
9.1.3 Notice of Adoption.
Upon approval of the proposed amendment, the BOD shall
adopt, publish, and make it effective immediately.
9.2 The Bylaws shall be made public and accessible to all categories of members of the
Association.
Revision Record:
Amended: January 15, 2003
Revised: February 14, 2006
Revised: November 10, 2011