CCFA BYLAWS

Bylaws of the Canadian-Chinese Finance Association

September, 2006

The Organization

1．Name: The Canadian-Chinese Finance Association® or the CCFA in the following text.

2．The CCFA is an independent and not-for-profit organization of professionals and scholars who are of Chinese origin and work in finance or its related areas, including banking, investment, insurance, education institutions, government agencies, etc.

Mission Statements

3．The CCFA seeks to facilitate information exchange in research, education, regulation and business practices of finance and its related areas in Canada and China.

4. The CCFA aims to be a trusted advisor and thought leader for Canadian and Chinese financial industries and governments.

5．The CCFA encourages members to understand both Canadian and Chinese financial systems in a broad view and actively participate in the modernization process of Chinese financial industry.

6. The CCFA welcomes opportunities, which conform to Bylaws and the interests of the CCFA members, in such forms as joint research projects, education programs, publications or any others, in finance or its related areas.

7. The CCFA encourages members to develop their career path and professional competency in conformity with Bylaws.

Membership

8. Anyone (or a group) is eligible to apply for the membership if and only if he/she commits to the Mission Statements, agrees to abide by the Bylaws of the CCFA and will pay membership due. The membership application and any exemption(s) of the above requirements are subject to the approval of the Executive Committee.

9. A member may withdraw from the CCFA by delivering a written notice to the Executive Committee of the CCFA.

10. A member needs to keep active membership status by paying membership due on an annual basis. Failure to maintain active status may result in the loss of membership.

11. A member may be required at any time to withdraw from the CCFA by a vote of three-fourths (3/4) at a general meeting of the CCFA.

Member Rights and Duties

12. Members can vote at the CCFA all general meetings.

13. Members can access any services for the members provided by the CCFA.

14. Members with active membership status for more than one year can be elected to the Board of Directors.

15. A member can be disciplined for any misconduct that violates the Bylaws by the means specified by the Executive Committee or the Board of Directors. The member is entitled to the right to request a review on any dispute or disciplinary action within the CCFA by the Board of Arbitration.

16. The CCFA is incorporated in Ontario, Canada. Members must obey all the related regulations and laws of Canada and Province of Ontario.

17. Members should observe a higher standard of ethical codes and professionalism.

18.Members are not allowed to express opinions or to sign any documents on behalf of the CCFA without authorization of the Board of Directors or the Executive Committee.

Board of Directors

19. A member of the CCFA is elected to be a director with at least an affirmative vote of two-thirds (2/3) of the members at a general meeting duly called for the purpose of general election. A Board of Directors is elected with a regular term of five (5) years.

20. The Board of Directors appoints the President and approves the appointments of other members in the Executive Committee nominated by the President. The Board of Directors also appoints the Board of Arbitration and the Advisors in the Advisory Committee.

21. The Board of Directors may request at any time to conduct an internal or external audit of the financial statements of the CCFA or to review the performance of the Executive Committee or to call for an early or regular election by calling a general meeting.

22. The Chairperson of the Board of Directors is elected by the members of the Board. The term of the Chairperson is not longer than that of the Board.

Executive Committee

23. The President is elected with a regular term of three (3) years, and can be extended by the Board of Directors. The President nominates the members in the Executive Committee, which is subject to the approval of the Board of Director. The Executive Committee is responsible for daily operations and project executions of the CCFA.

24. The Executive Committee may authorize the use of fund within a limit set by the Board of Directors. For other spending plans, the Executive Committee needs approval in advance from the Board of Directors.

25. The Executive Committee may set certain internal regulations and guidelines regarding the spending of budget and cost control.

Advisory Committee

26. A distinguished scholar, politician or business leader who supports the ideas of the CCFA may be nominated by any member of the CCFA to the Advisory Committee.

27. The nomination of the Advisory must be approved by an affirmative vote of two-thirds (2/3) of the Board of Directors.

Board of Arbitration

28. The Board of Directors appoints the Board of Arbitration with a regular term of two (2) years. The members of the Board of Arbitration should not be in the Executive Committee.

29. At the request of the Board of Directors, the Board of Arbitration handles members’ complaints, disputes and other issues that can not be settled by the Executive Committee and are within the jurisdiction of the CCFA.

30.The Board of Arbitration can not hand out a verdict or resolution if the matter is out of the jurisdiction of the CCFA.

Fund and Property

31. No officer, Director or any member of the CCFA is entitled to any direct or indirect financial benefits from the CCFA’s fund or property, as defined by the not-for-profit organization.

32. All the contributions, membership dues and incomes from services provided by the CCFA can only be used for the covering the expenses of the projects organized by the CCFA, the office operation costs such as office and equipment rentals, office personnel costs, publications and web sites maintenance, etc.

33. The expenses for any project carried by the CCFA can be either a fixed amount set by the Executive Committee prior to the start of the project, or is variable pending on the situations, but the expenses must be approved by the Executive Committee or the Board of Directors.

34. CCFA’s finance and assets are managed by a special finance committee appointed by the Board of Directors. A treasure is appointed by this committee to take care of daily account activities.

35. All the account activities must be clearly recorded for annual audit and tax filing.

36. All expenditures must be approved by at least one member of the committee.

37. The committee reports to the Board of Directors on the current status of assets and liabilities at least once a year