Bylaws of China Institute for Public Affairs

Preamble

The China Institute for Public Affairs (“CIPA”) (http://chinaipa.org) is created for Chinese students, scholars and professionals with genuine interest in China. With great pride in Chinese cultural heritage and traditions, CIPA is devoted to facilitating and improving understanding and practice of public affairs in China. The goal of CIPA is to use social science to analyze public affair issues, to offer practical approaches and solutions to those issues, and to serve as a bridge between scholarship and policymaking. CIPA is actively engaged in research, analysis, education, publication and related activities.

For these ends and under these principles, we do hereby adopt the Bylaws of CIPA.

ARTICLE ONE

Legal Status and Organization

1.1 CIPA is incorporated in the New York State of the United State of America (“U.S.”) and subject to the U.S. laws.

1.2 CIPA shall consist of the Council of Fellows, the Board of Directors and the President.

ARTICLE TWO

The Council of Fellows

2.1 The Council of Fellows (“Council”) is the highest authority of CIPA.

2.2 Chinese students, scholars, professionals or others who are interested in CIPA can apply to become the Fellows of CIPA (“Fellows”).

2.3 There are 2 Chairpersons for the Council. The Chairpersons shall be appointed by the Board of Directors. Once appointed, such Chairpersons shall serve a term of 2 years. Such Chairpersons are responsible for managing all activities of the Council.

2.4 The Council shall adopt permanent rules governing the conduct of its business. Until the adoption of such permanent rules, the Council shall be governed by temporary rules set forth.

2.5 The Fellows shall support CIPA by all means.

2.6 The Fellows are not allowed to express opinions on behalf of CIPA without the authorization of the Council. Violations of this rule may result in suspension or termination of Fellow status.

2.7 A Fellow may be removed by the Board of Directors, consistent with majority opinion of the Council.

2.8 One third of the Fellows shall constitute the quorum of the Council. The Fellows may be represented by proxy.

ARTICLE THREE

The Board of Directors

3.1 The Board of Directors (“Board”) shall be the highest management authority of CIPA. The Board shall consist of no more than 11 Directors. The President of CIPA shall be a Director, ex officio, unless otherwise provided by the resolution of the Board and agreed to by the President.

3.2 The Directors shall be elected by the Council at the general meeting of the Council. Once elected, such Directors shall serve a term of 2 year. A Director may be re-elected consecutively.

3.3 There are 2 Chairpersons for the Board. The Chairpersons of the Board shall be elected with plurality of secret ballots cast at the annual meeting of the Board among and by the Directors. Once elected, such Chairpersons shall serve a term of 2 year. Such Chairpersons are responsible for managing all activities of the Board. Such Chairpersons may be re-elected consecutively. Such Chairpersons may be removed by a two thirds vote of the Board, or the call of the Council.

3.4 The Board shall adopt permanent rules governing the conduct of its business. Until the adoption of such permanent rules, the Board shall be governed by temporary rules set forth.

3.5 The Directors shall be obligated to support CIPA.

3.6 The Directors are not allowed to express opinions on behalf of CIPA without the authorization of the Board or the Council. Violations may result in suspension or termination of the Director status.

3.7 A Director may be removed by a simple majority vote of the Board, or the call of the Council.

3.8 The Chairpersons of the Board shall jointly appoint the President of CIPA, subject to a simple majority approval of the Board. Such Chairpersons shall not serve the presidency at the same time.

3.9 The Chairpersons of the Board may jointly nominate a Director as an Acting Chairperson of the Board when both Chairpersons cannot exercise their duties. The nomination is subject to a simple majority approval of the Board.

3.10 The Board may select an auditor (“Auditor”) if necessary. Once selected, the Auditor oversees the use of CIPA funds until replaced. The Auditor may not be a Director.

3.11 Income of CIPA comes from contributions. Those who render services to CIPA may receive such compensations for their services and such reimbursements for expenses, as may be determined by the resolution of the Board.

3.12 A simple majority of the Directors shall constitute the quorum of the Board. The Directors may be represented by proxy.

ARTICLE FOUR

The President

4.1 The President shall be the highest executive officer of CIPA.

4.2 The President shall be jointly appointed by the Chairpersons of the Board, subject to a simple majority approval of the Board. The President may be re-appointed consecutively.

4.3 The President may be removed by the resolution of the Board, or the call of the Council.

4.4 The President shall be responsible for the general management of the organization and the execution of the resolutions of the Board.

4.5 The President may appoint Editor-in-Chief and Executive Officers to assist her or him in carrying out her or his responsibilities, subject to a simple majority approval of the Board. These Officers may be removed by the President, the resolution of the Board, or the call of the Council.

4.6 The President shall establish a membership policy as necessary.

ARTICLE FIVE

Interpretation and Amendment of the Bylaws

5.1 The Bylaws are to be interpreted by the Board.

5.2 Any amendment of the Bylaws shall be proposed by the President, the Board or the Council. Only the Board shall have the authority to amend the Bylaws by a two thirds vote of the Board.