BYLAWS

Incorporated January 29, 2001

Revised through May 6, 2001

ARTICLE I: NAME, OFFICE AND PURPOSE

Section 1. Name. The name of the Corporation shall be FAMILIES WITH CHILDREN FROM CHINA-SOUTH JERSEY, INC. (the "Corporation").

Section 2. Registered Office. The registered office of the Corporation shall be located at One Centennial Square, Haddonfield, New Jersey 08033. The Corporation may have such other offices within or without the State of New Jersey as the Board of Directors may designate from time to time.

Section 3. Purpose. The purposes of the Corporation shall be:

A. To provide educational newsletters, book readings, lectures and other programs and activities on Chinese culture, language, arts and history, and on issues related to adoption, to the general public, including children adopted from China and their families and to prospective adoptive families of Chinese children residing in the South Jersey area, as well as to become a network of support for families who have adopted children from China.

B. To qualify as an organization exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time.

C. To do all other acts and things which are necessary, desirable, or appropriate to facilitate the accomplishment of the foregoing purposes.

ARTICLE II: MEMBERSHIP

Section 1. Membership. The Corporation shall have members with voting rights under the New Jersey Nonprofit Corporation Act, N.J.S. § 15A:1-1 et seq. (the "Act"). Associate members, as defined below in Section 3, shall not have voting rights under the Act. The Board of Trustees of the Corporation may create such other classes of membership, without voting rights, as the Board shall deem appropriate.

Section 2. Eligibility. Any adoptive or prospective adoptive family or single parent is eligible for membership in this organization.

Section 3. Members.

(a) A family or single parent becomes a "member" upon the completion of an application and payment of dues prescribed by the Board of Directors and remains a member for one year thereafter.

(b) Any person, association or entity with an interest in the purposes of the Corporation other than an adoptive family or single parent or prospective adoptive family or single parent, may become an "associate member" as prescribed by the Board of Directors. Associate members are entitled to such benefits of membership as prescribed by the Board, but are not entitled to vote under the Act.

Section 4. Dues. The Board of Directors shall determine the amount of dues owed as a condition of membership in the Corporation. The Board may, at its discretion, establish different dues schedules for difference classes of members.

Section 5. Removal.

(a) A member or associate member failing to pay dues within sixty (60) days after the sending of one written late dues reminder notice shall be automatically removed from the Corporation’s membership rolls without further notice or process.

(b) A member or associate member may be removed from the membership of the Corporation, without assignment of any cause, by an affirmative vote of two-thirds of the Directors in office at any meeting. Written notice of the proposed removal will be given to the member or associate member to be removed with the notice of the meeting. The member or associate member to be removed will be given an opportunity to be heard at the meeting at which removal is considered, if requested, but no formal hearing procedure need be followed.

Section 6. Annual Membership Meeting. The annual meeting of the membership shall be held during the second half of the fiscal year at such place and time as the Board of Directors may designate when the member shall elect a Board of Directors and transact other business as may be properly brought before them. At this meeting, the Board shall present a statement of the business and conditions of the Corporation. The President and Board of Directors shall chair the annual membership meeting. Written notice of this annual membership meeting, stating time and place, and including the report of the Secretary of the Corporation with the names of those persons desiring to run for a Director position shall be mailed by the Secretary at least ten (10) days prior to the meeting, to each member then entitled to vote.

Section 7. Voting. Each paid-up member is entitled to one (1) vote, in person, and is entitled to exercise voting rights under the Act at meetings of members. Associate members cannot vote. The affirmative vote of the majority of members having voting power present in person a meeting at which a quorum exists shall decide any question brought before the meeting; excepting, however, that the vote of members on election of Directors and officers may be effected by a plurality vote of these members present and voting at the annual membership meeting.

Section 8. Quorum. Those members present at a meeting shall constitute a quorum for the transaction of business at the meeting.

Section 9. Special Meetings. Special meetings of the entire membership may be called by the President, majority of the Board of Directors, or at the written request to the Secretary by at least ten percent (10%) of the entire membership. At least five (5) days’ written notice stating the time, place and purpose of any special meeting shall be given by the Secretary to the members entitled to participate.

Section 10. Unanimous Consent In Lieu of Meeting. Any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the members entitled to vote thereon and shall be filed with the Secretary of the Corporation.

Section 11. Member Rights. A member shall have notice of and the right to attend all Board of Directors meetings (but not the right to vote thereat) and to inspect the Corporation’s books and records, financial statements and corporate minutes.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Number. The direction, management, business and affairs of the Corporation shall be vested in and managed by a Board of Directors which shall consist of not less than five (5), or such other number as determined by the Board, as elected from the membership from time to time may be fixed by the Board. Each Director shall be a natural person, and at least 18 years of age and a paid-up member of FCC-SJ. Each Director shall be entitled to one (1) vote. The Board may decide to change the number of its directors prior to the notice being sent for the meeting where the election of directors will be held, either adding or reducing the total number of director positions.

Section 2. Term. Each Director shall hold office for staggered three (3) year terms with the positions of four (4) Directors expiring each year, commencing with the annual membership meeting in 2001. Each Director shall serve until the expiration of the term for which he or she was elected and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Section 3. Nomination; Election of Directors. All members desiring to serve as a Director shall provide his/her name and a short written bio to the Secretary of the Corporation by September 1, or such other date as established by the Board, prior to the annual membership meeting. Nominations may also be made from the floor at the annual membership meeting. The Board of Directors shall be elected by plurality vote by the members at the annual meeting of the membership. Elections shall be by paper ballots (with space for write-in candidates) collected at the annual membership meeting and those paper ballots with all candidates names listed, including nominations from the floor, as well as spaces for write-in candidates (or electronic mail facsimiles of such paper ballots), received by the Secretary for a period of two days after such annual membership meeting. Each member shall be entitled to one (1) vote. Those twelve members (or such other number as prescribed by the Board under Section 1) receiving the greatest number of votes shall be elected as Director. Directors may be re-elected for consecutive terms.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors arising from any cause (including a vacancy caused by an increase in the number of Directors) shall be filled by an affirmative vote of a majority of Directors in office at the next scheduled meeting of the Board of Directors. Any such replacement Director shall be elected to complete the term of the Director being replaced, or to a full one (1) year term in the case of a vacancy caused by an increase in the number of Directors.

Section 5. Powers. The business of the Corporation shall be managed by its Board of Directors which, except as limited herein or by a resolution duly adopted by the Board, may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law prohibited.

Section 6. Annual Meeting. The Annual Meeting of the Board shall be held during the Fall at such place and time after the annual membership meeting as shall be determined by the Board of Directors. The purpose of the Annual Meeting shall be to elect officers of the Corporation and to consider such other matters as may properly come before the meeting.

Section 7. Unanimous Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors then in office and shall be filed with the Secretary of the organization.

Section 8. Teleconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by reason of a conference telephone or similar communications equipment by which all persons participating in a meeting can hear each other.

Section 9. Regular Meetings. Regular quarterly meetings of the Board shall be held at such times and on such dates as shall be determined by the Board of Directors.

Section 10. Special Meetings. Special meetings of the Board of Directors may be called by the President or, in the absence or disability of such President, by the Vice President or may be called at the written request of one-third of the Directors.

Section 11. Location. Meetings of the Board shall be held at the principal office of the Corporation, or in such other location, within or without the State of New Jersey, as shall be fixed by the Board of Directors.

Section 12. Notice of Meetings. Written notice of the time and place of a regular or special meeting shall be given by the Chairman or the presiding officer to each Director [and member] at least ten (10) days prior to the day named for such meeting. Such notice shall be directed to the Director at his/her residence or usual place of business. Except as provided by law or Section 4 of Article III of these bylaws, a Notice of a Meeting of the Board need not state the purpose thereof. No notice of the time, place or purpose of any meeting of the Board, or any publication thereof, whether prescribed by law, by the Certificate of Incorporation or by these Bylaws, need be given to any person who attends such meeting, or who, in writing, executed either before or after the holding thereof, a waiver of such notice, and such attendance or waiver shall be deemed equivalent to notice.

Section 13. Vote; Quorum. Each Director is entitled to exercise one (1) vote in person. Business cannot be conducted at a meeting of the Board of Directors unless a quorum is present. The presence of a simple majority of the members of the entire Board of Directors shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present and entitled to vote at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless a greater number is required by law or these Bylaws.

Section 14. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 15. Removal. Any Director may be removed, either with or without cause, at any time, by an affirmative vote of two-thirds (2/3rds) of the Directors in office, at a meeting with written notice of the proposed removal given to the Director to be removed and to other Directors with the notice of the meeting. The Director involved will be given an opportunity to be heard, if requested, but no formal hearing procedure need be followed.

ARTICLE IV: COMMITTEES OF THE BOARD

Section 1. Committees. If deemed advisable, the Board of Directors, by resolution adopted by a majority of the entire Board, may establish Committees. Each such committee shall have and may exercise such authority as the Board of Directors may delegate.

Section 2. Reserved Powers. No Committee shall in any event have the authority to make, alter or repeal any Bylaw of the Corporation; elect or appoint any Director, or remove any officer or Director of the Corporation; or amend or repeal any resolution theretofore adopted by the Board. Action taken at a meeting of any committee shall be reported to the Board at its next meeting following such Committee meeting.

ARTICLE V: OFFICERS

Section 1. Officers. At its regular annual meeting, the Board shall elect from among its members, a President, and a Vice-President, a Secretary, a Treasurer, and such other officers as may be required. All of the officers shall be elected by the Board at its annual meeting, or, in the event of a vacancy between annual meetings by the Board, at any other meeting. All officers shall hold office for a term of one (1) year and until their successors have been elected and shall qualify. Any two offices may be held by the same person. Each officer may exercise only one (1) vote.

Section 2. Compensation. The officers shall serve without compensation.

Section 3. Removal. Any officer may be removed by the Board with or without cause by an affirmative vote of a majority of the Board in office at any meeting.

Section 4. President. The President shall preside at all meetings of the Board. The President shall see that all orders and resolutions of the Board are carried into effect; subject, however, to the right of the Directors to delegate any specific powers to any other officer or officers of the Corporation. The President shall see to it that the operations of the Corporation accord with its Certificate of Incorporation and these Bylaws and such directions as the Board, from time to time, may issue. The President shall perform such other duties as may be prescribed by the Board of Directors and shall be, ex-officio, a member of all committees (if any), and shall have the general powers and duties of supervision. The President shall execute bonds, mortgages, and other contracts requiring a seal under the seal of the Corporation, with the approval of the Board of Directors.

Section 5. Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist the President in the performance of his or her duties.

Section 6. Secretary. The Secretary shall cause to be kept full minutes of all meetings of the Directors; shall attend all sessions of the Board, shall act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the committees when required. The Secretary shall give or cause to be given notices of all meetings of the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors.

Section 7. Treasurer. The Treasurer shall: (1) cause to be kept and maintained adequate and correct financial transactions of the Corporation; (2) cause to be deposited all monies and other valuables in the name of and to the credit of the Corporation, with such depositories as may be designated by the Board; (3) review and approve supporting evidence of the receipt and disbursement of funds; (4) cause to be rendered to the full Board an accounting of the financial condition of the Corporation; (5) assist the Chairperson in the formation and implementation of the budget; (6) cause financial and management reports to be prepared and circulated as the Board deems appropriate; (7) shall perform such other duties as may be prescribed by the Board of Directors.

ARTICLE VI: BOOKS AND ACCOUNTS

Section 1. Books and Accounts. The Corporation shall keep books and records of accounts and minutes of the proceedings of the Board of Directors and committees of the Board.

Section 2. Signatures on Bank Accounts. The Corporation shall require the signature of the President, and at least two (2) of the officers if withdrawal amount is $500 or more, to make withdrawals from any Corporate bank account.

ARTICLE VII: CONFLICT OF INTEREST

If a Director, officer, or committee member has a financial interest conflicting with the interest of the Corporation in any matter (such as whether to enter into a contract with another organization with which such individual is associated), then the individual must bring the conflict to the attention of the other Directors, officers, and committee members and refrain from participating or voting in any decision with respect to the matter.

ARTICLE VIII: INDEMNIFICATION

Section 1. Indemnification. The Corporation shall indemnify, in the manner and to the full extent permitted by the New Jersey Nonprofit Corporation, the Act, as amended, any director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or who appears as a witness in, any "proceeding" (as such term is defined in Section l5A:3-4 of the Act), whether or not by or in the right of the Corporation, by reason of the fact that such person is or was a director or officer of the Corporation. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him. To the full extent permitted by law, the indemnification provided herein shall include "expenses" (as such term is defined in said Section l5A:3-4 of the Act), and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any liabilities or expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

ARTICLE IX: MISCELLANEOUS PROVISIONS

Section 1. Execution of Instruments. All checks or demands for money and notes of the Corporation shall be signed by the President or other such officer or officers as the Board of Directors may, from time to time, designate.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on December 30.

Section 3. Corporate Seal. The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its creation and the words "Corporate Seal, New Jersey".

ARTICLE X: AMENDMENTS AND INTERPRETATIONS

Section 1. Amendments. The Board of Directors, by two-thirds (2/3rd) vote at any duly constituted regular meeting or special meeting called for the purpose, may alter, amend, or repeal any Bylaw provided written notice of proposal of such amendment, alteration, or repeal has been given to all members of the Board at least ten (10) days before such meeting.

Section 2. Rules of Order. When a procedural conflict arises, the Corporation shall be governed by the most recent edition of Roberts’ Rules of Order. These Bylaws shall prevail in the event that such Rules and these Bylaws conflict.

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