RESTATED BY-LAWS OF CHINESE CONSOLIDATED BENEVOLENT ASSOCIATION OF NEW ENGLAND, INC.

Effective December 18, 2005

Article 7 (Membership) revision was approved by the Board of Directors on May 26, 2009.

NAME, PURPOSE, LOCATION, CORPORATE SEAL AND FISCAL YEAR

Article 1 Name
The name of the corporation shall be the Chinese Consolidated Benevolent Association of New England, Inc. (the “Association”).

Article 2 Location
The principal office of the Association in the Commonwealth of Massachusetts shall be located at 90 Tyler Street, Boston, Massachusetts 02111. By a majority vote of the total number of Directors, whether seated or not, the Board of Directors may change the location of the principal office of the Association in the Commonwealth as appropriate, effective upon the filing of a certificate of such change with the Secretary of the Commonwealth of Massachusetts.

Article 3 Purpose
The Association is an umbrella organization of the entire Chinese community in New England. Its purpose shall be:

To unite all members of the Chinese community;

To promote and preserve Chinese culture and tradition;

To further the cause of freedom and democracy;

To safeguard the rights and ensure equality of members of the Chinese community;

To provide affordable and other housing to the Chinese community; and

To enhance the general welfare of the Chinese community.

Article 4 Incorporation
The Association is organized under Chapter 180 of the General Laws of the Commonwealth of Massachusetts and shall be entitled to all the rights, duties, powers and privileges of a corporation organized under that law provided such are not inconsistent with the Association’s qualification as a tax-exempt organization under Section 501 (c)(3) of the Internal Revenue Code.

Article 5 Corporate Seal
The Board of Directors may adopt and alter the seal of the Association.

Article 6 Fiscal Year
The fiscal year of the Association shall, unless otherwise decided by the Board of Directors, begin on October 1 and end on September 30 the following year.

MEMBERSHIP

Article 7 Membership
The Association shall have two categories of members: Family Association Members and Community Organization Members. The list of current Members and their respective number of Delegate Directors is appended to these By-Laws (Appendix A). Any change or amendment to the list shall be approved by the Board of Directors by a vote of two-thirds of the Directors then in office.

Family Association Members

Any law abiding Family Association in the New England area with a membership of not less than fifty (50) people, each director may only represent one organization, willing to provide 50 members’ contact information for verification purpose. Their objectives and purposes are compatible with those of the Association, willing to subscribe to the By-Laws of the Association, incorporation by properly filing in the Office of the Secretary of State in the state where it is located, may apply to the Association to become a Family Association Member. The application must be in writing, fully describe its accomplishments that have benefited the community. The approval by the Board of Directors shall be by a vote of two-thirds of the Board of Directors then in office. A new Member shall not have the right to vote until after it has been a Member in good standing for two years.

Community Organization Members

Any law abiding community organization in the New England area with a membership of not less than fifty (50) people, each director may only represent one organization, willing to provide 50 members’ contact information for verification purpose, having objectives and purposes compatible with those of the Association, willing to subscribe to the By-Laws of the Association, may apply to the Association to become a Community Organization Member at least three years after its incorporation by properly filing in the Office of the Secretary of State in the state where it is located. The application must be in writing, fully describe its accomplishments that have benefited the community. The approval by the Board of Directors shall be by a vote of two-thirds of the Directors then in office. A new Member shall not have the right to vote until after it has been a Member in good standing for two years.

Membership Reinstatement Rule

Former CCBA Family Association may petition for reinstatement of membership. If its Chinese and English name has not been changed, its incorporation status with domicile Secretary of State Office remains the same (not newly incorporated), after review and approval by a vote of two-thirds of the board of Directors then in office, it will be reinstated as a member and enjoying full privileges of membership including voting and election rights.

Article 8 Powers and Rights
In addition to the right of Community Organization Members and Family Association Members to designate or elect directors as provided in Article 12 and such other powers and rights as are expressly vested in them by law, the articles of organization or these By-laws, the Members shall have such other powers and rights as the Board of Directors may designate.

Article 9 Suspension or Removal
After being found to have materially violated the Articles of Organization, the By-Laws and/or written rules and regulations of the Association, a Member may be suspended or removed from office for cause by a vote of two-thirds of the Directors then in office.

Article 10 Responsibilities of Members
All Members shall abide by the By-Laws and resolutions, and shall pay dues or other assessments on a timely basis.

Article 11 Membership Dues
All Members shall pay membership dues in such amount as the Board of Directors may determine from time to time. Any Members having accrued unpaid dues and/or assessments for three years shall be deemed having voluntarily resigned from membership.

BOARD OF DIRECTORS

Article 12 Powers, Number and Election
The affairs of the Association shall be governed by the Board of Directors. The Board of Directors consists of Managing Directors and Delegate Directors. Both the Managing Directors and the Delegate Directors may be referred to as Directors.

Managing Directors:

The five (5) officers of the Association: the President, the Chinese Secretary, the English Secretary, the Treasurer and the Auditor (the “Officers”), are the Managing Directors.

Delegate Directors:

Each Community Organization Member and each Family Association Member shall designate one (1) director with the following exceptions: (i) the On Leong Chinese Merchant Association shall delegate two directors, (ii) the Gee How Oak Tin Association shall delegate four directors, (iii) the Wong Family Association shall delegate three directors, (iv) the Yee Fung Toy Association of New England shall delegate two directors, and (v) the Lee Family Association shall delegate two directors. The directors designated by the Community Organization Members and Family Association Members are the Delegate Directors. A Member may in writing request the Board of Directors to increase or decrease the number of Delegate Directors it may designate as Delegate Directors. The approval of such request shall be by a two-thirds vote of the directors then in office. Such approval shall not become effective until the beginning of the next calendar year.

Ex Officio Advisors:

Past presidents of the Association are ex officio Advisors of the Association. Ex officio Advisors may attend meetings of the Board of Directors but have no right to vote.

Honorary Advisors:

The President of the Association, upon approval by the Board of Directors, may appoint person(s) who are dedicated to affairs of the community and have made notable achievements that benefit the community to become Honorary Advisors of the Association. The term of Honorary Advisors shall be co-terminus with the appointing president. Honorary Advisors may attend meetings of the Board of Directors but have no right to vote.

Article 13 Term
The term of the Officers is two years. The Officers of the Association shall be Managing Directors only when they are in office.

The term of the Delegate Director shall be specified in writing by the designating Community Organization Member or Family Association Member. Prior to the first meeting of the Board of Directors each year, Members shall in writing register their designation of Delegate Directors. Members shall not replace their Delegate Directors more than twice in a calendar year. In the year of the election of Officers, no Member shall have the right to replace its Delegate Director(s) after June 30 of the year.

Article 14 Committees
The Board of Directors may elect or appoint one or more committees and may delegate the duties and powers of any such committee or committees. Any committee shall consist solely of Directors. Unless the Board of Directors otherwise designates, committees shall conduct their affairs in the same manner as is provided in the By-Laws for the Board of Directors. The members of any committee shall remain in office at the pleasure of the Board of Directors.

The Board of Directors shall establish the following standing committees: Asset Management Committee, Finance Committee, Election Committee and Audit Committee. The Asset Management Committee shall have seven (7) to nine (9) members. Meetings of the Asset Management Committee shall be called by the English Secretary of the Association. The Finance Committee shall have five (5) to seven (7) members. Meetings of the Finance Committee shall be called by the Treasurer of the Association. The Election Committee shall have seven (7) to nine (9) members. Meetings of the Election Committee shall be called by the Chinese Secretary of the Association. The Audit Committee shall have three (3) to five (5) members. Meetings of the Audit Committee shall be called by the Auditor of the Association.

Article 15 Removal
After being found to be in material violation of the Articles of Organization, By-Laws and/or written rules and regulations of the Association, a Delegate Director may be removed from office for cause by the vote of two-thirds of the Directors then in office. The vacancy created by such removal shall not be filled within twelve (12) months of such removal.

A Member must replace its Delegate Director after the Director has failed to attend three consecutive regular meetings of the Board of Directors. However, such replacement shall not occur more than twice in any calendar year. Consequently, the office shall be left vacant until the next calendar year.

Article 16 Meetings
Meetings of the Board of Directors shall be called by the President of the Association. Regular meetings of the Board of Directors shall be held no less than every other month. In the event that the President fails to call meetings as above, a Special Meeting may be called in writing by the majority of the Directors then in office. The President shall chair the meetings of the Board of Directors. In the absence of the President, the Chinese Secretary shall chair the meetings. In the absence of both at the meeting, the Directors may elect the chair among themselves for that particular meeting.

Article 17 Notice
Notice of a regular meeting of the Board of Directors shall specify an agenda and shall be sent to each Director by mail at least seven (7) days before the meeting addressed to the Director at his/her registered address on record with the Association. In case of an emergency meeting, Notice shall be sent by the fastest available medium, including telephone, facsimile or e-mail at least twenty-four (24) hours before the meeting.

Article 18 Quorum and Voting
At any meeting of the Board of Directors, the attendance by the majority of Directors then in office shall constitute a quorum. At any time during the meeting, any Director may present the quorum question. The meeting shall immediately be adjourned if a quorum is not present.

When a quorum is present, a majority of the Directors present and voting may decide any question disclosed in the agenda, unless otherwise expressly provided by law, the Articles of Organization or these By-Laws.

New business not on the agenda may not be decided upon until the next meeting after proper Notice.

Article 19 Compensation
Each Delegate Director shall serve without compensation. However, the Association may reimburse any Director for legitimate, authorized expenses incurred in the performance of his/her official duties including travel and accommodation expenses upon presentation of authentic receipts therefore.

OFFICERS

Article 20 Office, Term and Election
The Officers of the Association shall be a President (also referred to as the Chairman), a Treasurer, an English Secretary, a Chinese Secretary, and an Auditor. The Officers shall hold office for a term of two (2) years and until their successors are chosen and qualified. Candidates shall be nominated either by a Community Organization Member or a Family Association Member. Only Community Organization Members and Family Association Members who have paid all dues and have not violated these By-Laws may nominate candidates for the elective offices. Only individuals who have not violated these By-Laws may be nominated. The Board of Directors shall then elect Officers from these candidates, provided that no more than two (2) Officers serving the same term may be members of the same Family Association Member. For the purpose of the foregoing sentence, a married woman will be deemed a member of the Family Association Member to which her husband belongs. If by the time of election the Community Organization Members and the Family Association Members have not nominated sufficient candidates to enable the Board of Directors to satisfy the foregoing provision, then the Board of Directors by a majority vote may waive the provision. The English and Chinese Secretaries shall be residents of the Commonwealth of Massachusetts.

Article 21 President of the Association
The President shall be the Chairman of the Board of Directors and shall be the chief executive officer of the Association, except as the Board of Directors may otherwise provide, and, subject to the control of the Board of Directors, shall have the general charge and supervision of the affairs of the Association. The President shall chair meetings of the Board of Directors and other meetings of the Association. He/she shall carry out all resolutions passed by the Board of Directors and shall handle all internal and external matters of the Association.

Article 22 Treasurer
The Treasurer shall be in charge of the financial affairs of the Association including the collection of membership dues and special assessments, rental and other income and expenses, keeping full and accurate records of all receipts and disbursements, and the preparation of the annual budget and the monthly and annual financial reports. Monthly reports must be submitted to the Board of Directors timely. All funds of the Association shall be deposited in banks that are F.D.I.C. insured.

Article 23 Chinese Secretary
The Chinese Secretary shall record and maintain records of all proceedings of the Members and Directors; handle all Chinese correspondence and documents; keep a current list of Members and their addresses; prepare meeting agenda; send meeting notices; prepare minutes of meetings in Chinese and submit the same to the Board of Directors; and assist the President with every day office details.

Article 24 English Secretary
The English Secretary shall have the sole power to certify votes of the Association. The English Secretary shall handle all English correspondence and documents; act as an interpreter and translator for the Association; prepare minutes of meetings in English and submit the same to the Board of Directors; coordinate its public relations activities; and assist the President with everyday office details. In the event that the Chinese minutes and the English minutes are inconsistent, the English minutes shall control.

Article 25 Auditor
The Auditor shall audit all the financial affairs of the Association. All financial reports of the Association shall be co-signed by the auditor before official release.

Article 26 Removal
After being found to be in material violation of the Articles of Organization, By-Laws and/or written rules and regulations of the Association, an Officer may be removed from his/her office for cause by the vote of two-thirds of the Directors then in office. The vacancy created by removal of an Officer shall be filled by a special election in accordance with the procedure established in Article 20.

Article 27 Resignation
Any Officer may resign by delivering his/her written resignation to the President or to a meeting of the Board of Directors. Such resignation shall be effective upon receipt of such notice, unless specified to be effective at some other time. The vacancy created by removal of an Officer shall be filled by a special election in accordance with the procedure established in Article 20.

Article 28 Documents and Records of the Association
Documents and records of the Association are property of the Association and shall not be removed from the premises. These documents and records shall not be deemed by any Officer, Director or staff as personal papers and treated as such.

MISCELLANEOUS

Article 29 Execution of Papers
The President shall execute documents on behalf of the Association. However, all deeds, leases, contracts, bonds, notes and other obligations made, accepted or endorsed by the Association shall be signed by the President only when specifically authorized by the Board of Directors. With the exception of checks in amounts less than $500, which shall be signed solely by the Treasurer, all checks and bank drafts shall be signed by the Treasurer and by the President, or the Chinese Secretary, or the English Secretary.

Article 30 Personal Liability
The Members, Directors and Officers of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Association may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Association.

Article 31 Conflict of Interest
It shall not be a conflict of interest for the Association to utilize the services of any business, restaurant, or professional entity owned or operated by a Member, an Officer or a Director of the Association, provided that, any such dealing, or transaction shall be conducted in public. All of the terms, including the cost involved and other details shall be made available to any member seeking disclosure thereof. The Association shall in any event comply with the Conflict of Interest disclosure and procedures as required by the Office of the Attorney General (Appendix B).

Article 32 Translation of the By-Laws
In the event that the Chinese version of these By-Laws is inconsistent with the English version, the English version shall control.

Article 33 Amendments
These By-Laws incorporate the amendments effected in years 1923, 1965, 1986 and 2005.

These By-Laws may be amended at any time by the Board of Directors by a vote of two-thirds of all Directors then in office.

Appendix A
Current members of the Chinese Consolidated Benevolent Association of New England (Unless otherwise specified, all Members have one Delegate Director on the Board of Directors of the Association)

Community Organization Members

American Legion Chinatown Post 328

Chee Kong Tong, Inc.

Chinese Business Association of New England

Chinese Economic Development Council, Inc.

Chinese Merchants Association of New England (2 Delegate Directors)

Chinese Women’s Association of New England

Eastern U.S. Kung Fu Association

Friends of Hong Kong and Macau

Hip Sing Association of Boston, Inc.

Hoy Kew Association

Kuo Ming Tang of Boston

Kwong Tung Association of New England

Ni Lun Welfare Association

Que Shing Chinese Music & Opera Group

ROC Veterans Association in Boston

Tai Shan Community Association

Tai Tung Village Tenants Association

Wang YMCA of Chinatown

World Kwong Tung Community Association of New England
Family Association Members

Chew Lun Association of New England

Fung Luen Association of New England

Gee How Oak Tin Association of New England (4 Delegate Directors)

Gee Poy Kuo Association

Gee Tuck Sam Tuck Association

Gin’s Family Association of Boston

Goon Family Association

Lee’s Family Association of New England (2 Delegate Directors)

Leung Family Association

Loon Kong Tin Yee Association of New England

Moy Shee Family Association of New England

Ng Family Association

Sam Yick Association of New England

Soo Yuen Benevolent Association

Wong Family Benevolent Association (3 Delegate Directors)

Yee Fung Toy Association of New England (2 Delegate Directors)

Appendix B
CCBA Conflict of interest policy and procedures

Definitions:

If you are an elected officer, a member of the Board of Directors, an ex-officio advisor, or an executive level staff person of CCBA (regardless of compensation), you must properly fill out and sign this form before attending the first CCBA Board of Directors meeting each year.

A person or an entity related to you includes any member of your immediate family (spouse, children, and parents; brothers and sisters of yours or your spouse), any entity (proprietorship, partnership, corporation, limited liability company etc.) in which you or a member of your immediate family together hold an interest of 10% or more, or any entity that you and/or a member of your immediate family have control. If a person is a managing director or an officer of an entity, the person is said to have control of the entity regardless of ownership interest.
Policy:

It shall not be a conflict of interest for the Association to utilize the services of any business, restaurant, or professional entity owned or operated by an officer, a director, or a member of the Association, provided that, any such dealing or transaction shall be conducted in public and in accordance with the following procedures.
Procedures:

An elected officer, a member of the Board of Directors, an ex-officio advisor, or an executive level staff person of CCBA (regardless of compensation), must make annual disclosure of any financial interest he or she or any related person or entity may have in any real estate owned or controlled by CCBA. Financial interest in real estate owned or controlled by CCRA does not include residential occupancy.

An elected officer, a member of the Board of Directors, an ex-officio advisor, or an executive level staff person of CCBA (regardless of compensation), must make annual disclosure of any financial relationship he or she or any related person or entity may have with CCBA. Financial relationship with CCBA does not include providing goods, supplies, and services to CCBA in the aggregate of less than $1,000 per year.

The annual disclosure statement must be properly filled out and signed before attending the first CCBA Board of Directors meeting each year.

An elected officer, a member of the Board of Directors, an ex-officio advisor, or an executive level staff person of CCBA (regardless of compensation), must disclose to the Board of Directors if he or she or any related person or entity has any financial interest in a transaction proposed to CCBA (the value of which is greater than $1,000.00.) This disclosure must be made at the initial proposal to CCBA or as soon as the financial interest is contemplate.

Except for emergency repairs, CCBA shall not enter into any contract that has a value of more than $1,000 without prior approval of the Board of Directors. In the event of an emergency, such contract must be ratified by the Board of Directors in the next meeting of the Board of Directors.

The Board of Directors shall not approve any real estate contract, including a management agreement, until all material terms of such contract or agreement have been sufficiently disclosed to the Board of Directors. Approval of such contracts or agreements shall not be made unless sufficient notice has been given to members regarding the pending approval.

CCBA shall not enter into

a) a real estate transaction,

b) a lending or borrowing transaction, or

c) the engagement of professional services for the CCBA,
any of which is estimated to be valued for or cost over $10,000, with an elected officer, a member of the Board of Directors, an ex-officio advisor, an executive level staff person (regardless of compensation), or any person related to the foregoing, except upon a vote of two-thirds of the disinterested members of the Board of Directors present at the meeting. Further, the elected officer, member of the Board of Directors, the ex-officio advisor, or the executive level staff person must recuse himself (or herself) from the vote. All other matters may be decided by a vote of the majority of the directors present and eligible to vote except where a greater majority is required under the Articles of Organization, the by-laws, or by law.

This list was approved at the October 4, 2005 Board of Directors meeting.