BYLAWS OF LIGHTUU

The principal office of the corporation in the State of Washington shall be located in the City of Lake Stevens, County of Snohomish. The corporation may have other offices, either within or outside of the state of Washington, as the Boad of Directors may determine or as the affairs of the corporation may require. 

The corporation shall maintain principal office in the State of Washington as a registered office, and a registered agent whose office is identical with the registered office, as required by the Washington Nonprofit Corporation Act. The registered office may be, but not be identical with the nonprofit office in the state of Washington, and the address of the registered office may be changed from time to time by the Board of Directors. 

2.1.  Classes of Members

The corporation shall have one (1) class of members. The designation of the class and the qualifications and rights of the members pf the class shall be as follows: Class 1 – members will have full voting rights. 

2.2.  Election of Members

Members shall be elected by the Board of Directors. An affirmative vote of one hundred percent (100%) of the Directors shall be required for election. 

2.3.  Applicants for Members 

Except in the initial election of members, all applicants for membership shall file with the Secretary a written application in such forms as the Board of Directors shall, from time to time, determine. 

All applications or membership shall be presented promptly for consideration and investigation to the Board of Directors or to the admissions committee if an admissions committee has been appointed by the Board of Directors; and, if an admissions committee has been appointed, it shall report its recommendations promptly to the Board of Directors. A list of applications for membership shall, from time to time, be posted at the principal office of the corporation and mailed to each member of the corporation. 

Not earlier than thirty (30) days after a list of applications has been posted or mailed to members, the Board of Directors shall pass upon each application included in said list and either accept or reject it. After an applicant has been rejected, he may not make another application for membership within one (1) year thereafter. 

2. 4.  Voting Rights 

Each Member shall be entitled to one (1) vote on each matter submitted to a vote of the members. 

2.5.  Termination of Membership

The Board of Directors, by affirmative vote of sixty percent (60%) of all members of the Board, may suspend or expel a member for the cause after an appropriate hearing, and may, by a sixty percent (60%) vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI of these bylaws. 

2.6.  Resignation

Any member may resign by filing a written resignation with the Secretary, but the resignation shall not relieve the member of the obligation to pay any dues, assessments, or the other charges previously accrued and unpaid. 

2.7.  Reinstatement

Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of one hundred percent (100%) of the members of the Board, reinstate the former member to membership upon such terms as the Board of Directors may deem appropriate.

2.8.  Transfer Membership

Membership in this corporation is not transferable or assignable. 

3.1.  Annual Meeting

An annual meeting of the members shall be held in the first month of each year, beginning with the year 2024, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Washington, the meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated here for any annual meeting, or at any adjournment of the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the members as soon after as is convenient. 

3.2.  Special Meetings

Special Meetings of the members may be called by the president, the Boad of Directors, or not less then two percent (2%) of the members having voting rights. 

3.3.  Place of Meeting

The Board of Directors may designate any place, either within or outside of the State of Washington, as the place of meeting for any annual meeting or for any special meeting call by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in the State of Washington. 

3.4.  Notice of Meetings

Written or printed notice stating the place, day, and hour of any meeting of the members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less then seven (7) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, or Secretary, or the officers of persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears in the records of the corporation, with postage thereon prepaid. 

3.5. Informal Action by Members

Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by at least one hundred (100%) of the members entitled to vote with respect to the subject matter of the action.

3.6.  Quorum

The members holding one hundred percent (100%) of the votes, which may be a cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice. 

3.7.  Proxies

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise specified in the proxy. 

3. 8.  Voting by Mail

Where Directors or officers are to be elected by the members or any classes of members, the election may be conducted by mail in the manner that the Board of Directors shall determine.

3.9.  Order of Business at Annual Meeting

The order of business at the annual meeting of the members shall be as follows:

(a) Roll call,

(b) Reading of notice and proof of mailing,

(c) Reading of minutes of the last preceding meeting,

(d) Report of President,

(e) Report of Secretary,

(f) Report of Treasurer

(g) Election of Directors

(h) Transaction of other business mentioned in the notice. 

4.1.  General Powers

The Affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the state of Washington or members of the corporation. 

4.2.  Number, Tenure and Qualifications

The number of Directors shall be three (3). Each Director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.

4.3.  Regular Meetings

A regular annual meeting of the Board of Directors shall be held without other notice this this bylaw, immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or outside of the state of Washington, for the holding of additional regular meetings of the Board without other notice then the resolution. 

4.4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The persons authorized to call special meetings of the Board may fix any place, either within or outside of the state of Washington, as the place for holding any special meeting of the Board called by them.

4.5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously written notice delivered personally or sent by mail or telegram to each Director at the address for such Director as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice be given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting unless specifically required by law or these bylaws.

4.6.  Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at the meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 

4.7.  Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. 

4.8.  Vacancies

Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office. 

4.9. Compensation

Directors, as such shall receive a salary for their services. Directors’ salary shall be set by a unanimous vote of the Board of Directors. Nothing contained herein shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation or reimbursement.

4.10.   Informal Action by Directors

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the Directors. 

5.1.  Officers

The officers of the corporation shall be a President, one (1) or more Vice-Presidents (the number to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint the other officers, including one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the Board of Directors. Any two (2) or more offices may be held by the same person.

5.2.  Election and Term of Office

The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been elected and shall have qualified. 

5.3.  Removal

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served by the removal of the officer, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

5.4.  Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for unexpired portion of the term.

5.5.  President 

The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the members and the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by 

the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. 

5.6.  Vice-President

In the absence of the President or in the even of the President’s inability or refusal to act, the Vice-President (or in the event, there by more than one (1) Vice-president, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any Vice-President shall perform such other duties as may be assigned to him or her by the President or by the Board of Directors. 

5.7.  Treasurer

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors shall determine. He or she shall have charge and custody of, and responsible for, all funds and securities of the corporation; receive and give receipts for the moneys due and payable to the corporation from any source; and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or by the Board of Directors. 

5.8.  Secretary

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which, on behalf of the corporation under its seal, is authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by that member; and in general perform all duties incident to the office of Secretary and such other duties may be assigned by the President or by the Board of Directors. 

5.9.  Assistant Treasurers and Assistant Secretaries

If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform the duties assigned by the Treasurer or the Secretary or by the President or the Board of Directors. 

6.1.  Committees of Directors

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one (1) or committees, each of which shall consist of two (2) or more Directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The appointment of any such committee and the delegation of authority shall not operate to relieve the Board of Directors or any responsibility imposed upon it by law. 

6.2.  Other Committees

Other Committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in the resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members of the committees. Any member may be removed by the persons authorized to appoint such member whenever, in judgement, the best interests of the corporation shall be served by such removal. 

6.3.  Term of Office

Each member of a committee shall continue as a member until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee. 

6.4.  Chair

One (1) member of each committee shall be appointed chair by the person or persons authorized to appoint the members of the committee.

6.5.  Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

6.6   Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 

6.7.  Rules

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

7.1.  Contracts

The Board of Directors may authorize any officer(s), or agent(s) of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

7.2.  Checks, Drafts, etc.

All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by those officers or agents of the corporation and in a manner as shall be determined by resolution of the Board of Directors. In the absence of this determination by the Board of Directors, the instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the corporation. 

7.3.  Deposits

All funds of the corporation shall be deposited to the credit of the corporation in the banks, trust companies, or other depositories as the Board of Directors may select.

7.4.  Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.

8.1.  Certificates of Membership

The Board of Directors may provide for the issuance of certificates of evidencing membership in the corporation, which shall be in such form as may be determined by the Board. The certificates shall be signed by the President or a Vice-President and by the Secretary or and Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered into the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued upon the terms and conditions as the Board of Directors may determine.

8.2.  Issuance of Certificates

When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issues in his or her name and delivered by the Secretary, the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of section 1 of this Article VIII.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

The fiscal year of the corporation shall begin on January 1 and end of the last day of December in each year.

11.1.  Annual Dues

The Board of Directors may determine the amount of the initiation fee, if any, and annual dues payable to the corporation by members of each class.

11.2.  Payment of Dues

Dues shall be payable in advance on the first day of the first month of each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the corporation. 

11.3.  Default and Termination of Membership

When any member of any class shall be in default in the payment of dues for a period of twelve (12) months from beginning of the fiscal year or period for which such dues become payable, his or her membership may be terminated by the Board of Directors in the manner provided in Article III of these Bylaws. 

The Board of Directors shall provide a corporate seal, which shall be in the form a circle and shall have inscribed the name of the corporation and the words “Corporate Seal: LIGHTUU”.

Whenever any notice is required to be given under the provisions of the Washington Nonprofit Corporation Act or under the provisions of the articles of incorporation or the ADOPTIONbylaws of the corporation, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed to equivalent to the giving of notice.  together.

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting if at least two (2) days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at the meeting. 

We the undersigned, are all of the persons named as the first Directors in the Articles of Association, and hereby consent to, and do, adopt the foregoing Bylaws, consisting of eleven (11) pages, as the Bylaws of said Association.

Dated: December 13, 2023

By: Jian Chapin

By: Erik Razo

By: Pei Jun Liu