A Bill on the Incorporation Articles and the Bylaws of the Federation (C3054) Committee of Rules ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE INDEPENDENT FEDERATION OF CHINESE STUDENTS AND SCHOLARS, INC. FIRST: The Articles of Incorporation are hereby amended to change the present Article FOURTH (ii) to the following: (ii) promote freedom, democracy, the rule of law and human rights, the advancement of science and culture, and the prosperity of economy in China, SECOND: The Amendment was approved by a majority of the entire Board of Directors. In witness whereof, The Independent Federation of Chinese Students and Scholars Inc. has caused these Articles of Amendment to be signed in its President, Haiqing Zhao acknowledges, under penalties of perjury, that the matters set forth above are true in all material respects to the best of his knowledge, information and belief. Date April 18, 1922 The Independent Federation of Chinese Students and Scholars, Inc. ATTEST: ------------- -------------------------- Hong Gao, Secretary Haiqing Zhao, President ************************ AMENDMENTS OF BYLAWS OF INDEPENDENT FEDERATION OF CHINESE STUDENTS AND SCHOLARS, INC. 1) Change Article II (ii) to the Following: (ii) promote freedom, democracy, the rule of law and human rights, the advancement of science and culture, and the prosperity of economy in China, 2) Delete (b) in the Section 4 of the Article IV, and change (c) to (b) and (d) to (c). 3) Delete " and Supervisory Board " in the Section 5 of Article IV. 4) Change the last sentence in the Section 2 of Article V, " Directors may not serve more than one term. " to " Directors may not serve more than two terms. " 5) Replace the Section 6 of the Article V by Section 6. Qualification of Directors. Directors shall be individuals who are members of the Federation's members and who are engaged in study and/or research at an American university or an American research institution. 6) Remove the Article VII, and rename the Article VIII to Article VII, Article IX to Article VIII, Article X to Article IX. 7) Change the sentence in the Section 1 of the Article VIII ( Officers) "The President and Vice-President shall not be members of the Board of Directors or the Supervisory Board, as provided in Article VII, Section 5." to "The President and Vice-President shall not be members of the Board of Directors, as provided in Article VII, Section 6." 8) Replace the Section 2 of the Article VIII to Section 2. Term of Office and Vacancies. The officers of the Federation shall hold office for a term of one year and until their successors are chosen and have qualified. Officers may succeed themselves in office for only one term. Any vacancy occurring in any office of the Federation shall be filled by the Board of Directors. 9) Add three Sections in the Article VIII (Officers), They read: Section 6. The same person shall not simultaneously hold two positions as the President, Vice-President, and a member of the Board of Directors. Section 7. The Board of Directors, as representative of the members, shall consider, and shall advise the members, whether the work of the officers (other than the President and Vice-President) violates the Articles and/or Bylaws of the Federation. Upon motion of three members of the Board of Directors, a special meeting of the Board of Directors may be called for the purpose of removing the officer or officers. The officer or officers shall be removed by a majority vote of the Board of Directors cast at a meeting called for that purpose at which a quorum is present. Section 8. The Board of Directors, as representative of the members, shall consider, and shall advise the members, whether the work of the President or Vice-President violates the Articles or Bylaws of the Federation. Up motion by three or more members of the Board of Directors, a special meeting of the members may be called for the purpose of the President or Vice President. The President or Vice-President shall be removed by a majority vote of the members cast at a meeting called for that purpose at which a quorum is present. Motion adopted with 10 yea, 3 abstain. Voting Record: Zhu, Zhengrong Absent Yang, Guang Absent Wang, Jian Yea Sun, Shaojian Yea He, Baoping Absent Chen, Ziqiang Abstain Lu, Ping Yea Li, Gang Abstain Dong, Qiqi Yea Gao, Qinglin Yea Luan, Shusheng Yea He, Ming Yea Ge, Xun Yea Ding, Jian Yea Wu, Tao Abstain Wu, Yue Yea ================================