COTA ByLaws
Response to COTA Members' Comments on Revised ByLaws

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. The Board of Directors of the Association is hereinafter referred to as BOD.

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 internationally 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 four categories: Member, Student Member, Honorary Member, and Institution Member.

2.2. Member

2.2.1. Any individual 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. Members shall be entitled to all privileges of the Association, including voting on the Association matters. Only members with a residence status in a country or region other than China are eligible for holding the BOD positions.

2.2.2. Members shall pay annual membership dues. The amount of membership dues shall be determined by the BOD.

2.3. Student Member

2.3.1. A Student Member shall be a person who is enrolled as a full-time undergraduate or graduate student in a college outside of China.

2.3.2. Student Members outside of China shall be entitled to all privileges of the Association, including holding the BOD student position and voting on Association matters. Student members in China shall be entitled to all privileges of the Association, except for holding BOD position or voting on Association matters.

2.3.3. Student Members shall pay annual membership dues. The amount of student membership dues shall be determined by the BOD.

2.4. Honorary member

2.4.1. 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 BOD.

2.4.2. An honorary member shall neither hold BOD positions nor vote on any Association matters.

2.4.3. Honorary members are not required to pay annual membership dues.

2.5. Institution Member

2.5.1. 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.

2.5.2. 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.

2.5.3. Institution Members shall pay annual membership dues. The amount of institution membership dues shall be determined by the BOD.

2.6. Association membership shall terminate in the event that the Association member’s dues become twelve (12) months in arrears.

2.7. 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 twelve (12) core positions or Officers, including President, Immediate Past President, two Vice Presidents, Chair of Academic Affairs, Vice 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 and his/her leadership will be assisted by the Vice-Chair of Academic Affairs. In the absence of the Chair, his/her duties will be performed by the Vice-Chair.

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 and social media channels 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.

3.2.10. All BOD members except for the student member have voting rights on decisions to be made by the BOD. Inputs from the BOD student member shall be considered by all other BOD members with voting rights.

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. If a BOD member desires to serve consecutively his/her third term, he/she must submit a request to the President with a written self-evaluation three (3) months prior to the expiration of his/her second term. The third term should be effective upon the approval of two-thirds (2/3) of all other BOD members, excluding the student member. At any time, no more than three (3) such members shall serve on the BOD, excluding the President-elect and the Immediate Past President. If more than three (3) members request for their third term, three third-term member nominees will be selected through voting by all other BOD members who each will cast three votes, and those who are selected by the BOD members as third-term nominees need to be further approved by both the President and the Immediate Past President. If there is a tie in the election, the President, Immediate Past President, and the Chair of the Advisory Board shall break the tie. If any BOD-nominated third-term nominee is not approved by the President and the Immediate Past President, he/she will not be selected to serve on his/her third term, and there shall not be a replacement.

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 Any nominee from the ad hoc committee must be approved by the President and the Immediate Past President. 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 a certain period of time, which will be justified by President and approved by the BOD, 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 outside of China who has registered as a continued COTA member in the last two years while having actively participated in COTA activities for at least two years. 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. The initial list of candidates can be generated through recommendations from the President, BOD members, or self-nomination. Final one or two candidates will be nominated by the Nomination Committee. Each candidate must currently be a BOD member (excluding the student member and/or the interim BOD member, if any). The Nomination Committee shall consist of the President (or a Past President if the President is not available), Immediate Past President (or a Past President if the Immediate Past President is not available) and Chair (or a member if the Chair is not available) of the Advisory Board. The BOD will convene and vote.

4.2.2. If there are two nominees, the candidate with the highest votes shall be the President-Elect who shall assume the President’s duties after the BOD Meeting in January. In case of a tie, the Nomination Committee shall break the tie.

4.2.3. If there is only one nominee and if the nominee receives less than half of the votes without counting any abstain votes, the Nomination Committee and the BOD should hold a special meeting to again produce one or two nominees. Otherwise, the single nominee 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 or Vice-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 Chair of Advisory Board is appointed by COTA President at the beginning of the term of the President, and must also be approved by at least 10 BOD voting members, including COTA President. The other members of the Advisory Board shall be appointed by both COTA President and Chair of the Advisory Board from the 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 unless in emergency needs as deemed necessary by the BOD.

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

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.

8.1. 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.

8.2. 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.

8.3. 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:

Revised: January 15, 2003
Revised: February 14, 2006
Revised: November 10, 2011
Revised: August 16, 2021