Section 1. Name The name of the Corporation shall be "OVERSEAS CHINESE

ENTREPRENEURS ASSOCIATION, Inc."

Section 2. Office Locations

The principal office will be located at 2785 Marshall Lake Dr., Oakton, VA 22124. The Corporation may relocate or have such other offices as the Board of Directors (the "Board") may determine.

OCEAN may establish chapters at locations in or outside of the U.S. with the Approval of the Board. Such chapters of OCEAN must abide by the By-laws of OCEAN and any other resolutions the Board may adopt in this regard in addition to providing periodic report of past and planned activities to the Board. Such report may not be less than twice per year.

Section 3. Purposes

The purposes of OCEAN shall include:

a. Educating individuals, institutions, and business communities regarding conducting business in the United States and in China;

b. Promoting, supporting, and contributing to the development of better business environment for overseas Chinese entrepreneurs;

c. Promoting, supporting, and contributing to the development of better business relations between the United States and China;

d. Facilitating exchanges among members and interested public regarding business opportunities; and

e. Providing support to members in their effort to become successful entrepreneurs.

Article II. MEMBERSHIP

Section 1. Enumeration

Membership of OCEAN shall consist of one (1) class. Natural persons, if qualified, may be admitted to membership upon approval by the Board, by a special committee appointed by the Board, or by the President. Any natural person may become a Member. A Member has the right to take part inactivates (albeit paying a fee if such is required to all Members) organized by OCEAN and to attend annual and special meetings of the Members; a Member shall have the right to vote in the elections for the Board in annual meetings. After having been a Member of good standing for six (6) months, a Member shall also have the right of being nominated for election to become a Member of the Board upon nominated by three (3) or more current Members of the Board or by more than ten (10) percent of the Membership. A Member shall enjoy these rights as long as he or she is in good standing. A Member is in good standing if the Member is current or not more than three (3) months late on membership dues.

a. Membership Fee

Membership fee for Members shall be $30 per calendar year or per fiscal year as the board may determine. Membership fee for Members shall be one half of that for those members currently enrolled in undergraduate schools. A reduced annual membership fee may be applied if payment is made for more than two years as may be determined by the board.

Section 2. Resignation

Any member may resign at any time by giving notice of his or her resignation in writing to any officer or director of OCEAN.

Section 3. Removal

Any member may be removed of his or her membership at any time with or without cause by a majority vote of the Board upon motion by three (3) or more current Member of the Board.

Article III. MEETINGS OF THE MEMBERS

Section 1. Place

All meetings of the Members except the annual meeting of the Members shall be held at such location and at such time as determined by the President and stated in the notice of meeting required to be sent to Members. Location and time of meeting of the members shall be selected to allow as full attendance as possible.

Section 2. Annual Meeting

The annual meeting of the Members shall be held in the first weekend of each March and shall be called by the President or, on his or her behalf, by a Director

designated by the President. In the event that the annual meeting is not held on such date, a special meeting in lieu of the annual meeting, at such time and location as maybe determined by the Board, may be held with all the force and effect of an annual meeting. Location and time of such annual or special meeting of the Members shall be selected to allow as full attendance as possible.

Section 3. Special Meetings

Special meetings of the Members may be called at the request by two (2) Directors upon approval by the Board, by a third (1/3) of Directors of the Board, by the written application of Members representing at least thirty (30) percent of the Members with good standing, and shall be arranged by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer or any Director of the Board. Location and time of such special meetings of the Members shall be selected to allow as full attendance as possible.

Section 4. Notice

A written notice of the place, date and hour of all meetings of the members stating the purposes of the meeting shall be given by the Clerk or (or other person authorized by the by-laws or by the President) at least seven (7) days before the meeting to each member entitled to vote thereat and to each member who, under the Articles of Organization or under the by-laws, is entitled to such notice. Notices shall be given through mail, telephone, e-mail, word of mouth, or other reliable method of communication. In the event that a special meeting shall be called by a third (1/3) of Directors of the Board or by the written application of Members representing at least thirty (30) percent of the Members with good standing, notice of such special meeting must be made in writing at least fourteen (14) days before the scheduled date of such meeting.

Section 5. Quorum

Unless the Articles of Organization otherwise provide, the number of Members present at a meeting which was announced fourteen (14) days or earlier to the Membership shall constitute a quorum, except that any resolution requiring approval or ratification by the Members is valid if and only if the number of Directors of the Board participating in such approval or ratification shall constitute quorum of the Board.

Section 6. Voting

In all meetings of the members where any member is entitled to vote, every such member shall be entitled to one vote. Members may vote by written proxy dated not more than six (6) months before the meeting named therein, which shall be filed with the clerk before the meeting.

Section 7. Action by Consent

Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all the members who are otherwise entitled to vote, consent to the action in writing and the written consents are filed with the records of the meetings of the Members. Such consents shall be treated for all purposes as a vote at a meeting. Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Article IV. DIRECTORS

Section 1. Enumeration

OCEAN shall have a Board of Directors consisting of no more than twenty-one (21) directors (i.e., Members of the Board) who shall have the powers and duties of a Board of Directors under General Laws of Massachusetts, Chapter 180. The exact number of directors shall be fixed by a resolution of the Board. A Secretary of the Board may be created by the Board who may or may not be a Director of the Board and is responsible for assisting the Chairperson is planning, organization of activities of the Board, and record-keeping.

Section 2. Qualifications

a. Eligibility to become a Director

(i) Current Directors of the Board are automatically eligible for election as directors.

(ii) In order to qualify for election as a Director, an individual must have been a Member of OCEAN of good standing for at least six (6) months and must have been nominated by at least three (3) current Members of the Board or by at least ten (10) percent of the Membership.

b. Automatic Status as a Director

Notwithstanding Section 2a of Art. IV, the President shall automatically become a

Director upon election by the Board if she or he was not a Director before such election.

c. The Clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed by the Board pursuant to Massachusetts's law.

Section 3. Election of Directors

The Directors shall be elected by a majority vote of the Members once every two years at the annual meeting. Current Directors of the Board are automatically nominated for election unless an individual Director of the Board elects to withdraw from such nomination by a written notice submitted to the Chairperson of the Board at least thirty (30) days before the scheduled election. In the event of any vacancy due to any reason, the Board may, by a vote of two-third majority of the Board, fill any vacancy if the annual meeting is more than three (3) months away.

Section 4. Chairperson of the Board

Eligibility to become the Chairperson
b. One must be a Member having good standing for at least one (1) year to be eligible to become the Chairperson of the Board.

c. The Chairperson shall be elected by a majority vote of the Board every two (2) years at the annual meeting of the Board or at a Special meeting if vacancy arises more than three (3) moths before the scheduled annual meeting. Any Director of the Board may be nominated or nominate herself or himself in elections of the Chairperson.

Section 5. Term

Except as hereinafter provided, the term of a Director shall be two (2) years. Half of the directors shall be re-elected every two years. In case of a Board with an odd number of directors, the number of directors equal to one half of the even number which is one less than that odd number shall be re-elected.

Section 6. Sponsors, Benefactors, Contributors, Advisors, Friends of OCEAN

Any person or entity or groups of persons or group of entities designated by the Board as sponsors, benefactors, contributors, advisors or friends of OCEAN or such other title as the Board deems appropriate (such person or entity, individually being referred to as an "Honor Director" and collectively, the "Honor Directors") shall, except, as the Board shall otherwise determine, serve as in an honorary capacity on the Board. Any such Honor Director shall not have right of notice of, or to vote at, any meeting, shall not be counted for purposes of establishing a quorum for any meeting and shall have no other rights or responsibilities.

Section 7. Resignation

Any Director may resign at any time by tendering his or her resignation in writing to the President, Vice President, Chairperson of the Board, or three (3) Directors of the Board.

Section 8. Removal

A Director may be removed from directorship or the Chairperson from office at any time with or without cause by a motion by at least one half (1/2) of the Board and by a two-third majority vote of the Directors then in office. A Director is automatically removed from office upon three consecutive absences without cause at regularly scheduled Board meetings or upon five absences without cause out of any eight consecutive regularly scheduled meetings.

Section 9. Vacancies

Continuing Directors may act despite any vacancy or vacancies on the Board and shall for this purpose be deemed to constitute the full Board. Any vacancy on the Board, however occurring, including a vacancy resulting from the enlargement of the Board, may be filled by the Directors if it is more than three (3) months away from the scheduled annual meeting.

Article V. OFFICERS

Section 1. Enumeration

The officers of OCEAN shall consist of a President, two Vice Presidents, and an Office Manager, a Clerk and such other officers as the Board shall determine and appoint.

Section 2. Qualifications

a. Eligibility to become a Vice President

Subject to other provisions, a Member who has been a Member of OCEAN of good standing for at least six (6) months may be eligible to become a Vice President.?Vice Presidents are nominated by the President and approved by the Board by a majority vote.

b. Eligibility to become the President

Subject to other provisions, any Member who has been a member of OCEAN of good standing for at least one (1) year may be elected by a majority vote of the Board as the President upon nomination by the Chairperson of the Board or by three (3) or more current Members of the Board.

Section 3. Term

Except as hereinafter provided, the term of any officer shall be two (2) years.?

Section 4. Resignation

An officer other than the President may resign at any time by tendering his or her resignation in writing to the President, Vice President, or Chairperson of the Board. The President may resign at any time by tendering his or her resignation to the Chairperson of the Board and at least one other Director of the Board.

Section 6. Removal

President and Vice Presidents may be removed from office at any time with or without cause by a two-third majority vote of the Board upon motion by at least one half (1/2) of the Board.

Section 7. Vacancies

Vacancy in any office other than the Vice Presidency may be filled by the President. Vacancy in the Vice Presidency may be filled by nomination by the Present and approval by a majority vote of the Board.

Article VI. MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place

Meetings of the Board shall be held at such place in or outside Massachusetts as may be named in the notice of such meeting. Location and time of such meetings shall be selected to allow as full attendance as possible by the Directors of the Board.

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Section 2. Annual and Regular Meetings

The annual meeting of the Board shall be held each year less than two weeks before or after the annual meeting of the Members at which Board election is held. In the event that the annual meeting of the Board is not held on such date, a special meeting of the Board in lieu of the annual meeting of the Board may be held with all the force and effect of an annual meeting of the Board. Regular meetings not less than three (3) per calendar or fiscal year (in addition to the annual meeting) may be held at such times as the Board of Directors may fix. Location and time of such meetings shall be selected to allow as full attendance as possible by the Directors of the Board.

Section 3. Special Meetings

Special meetings of the Board may be called by the President or by at least one third (1/3) directors at other times throughout the year.

Section 4. Notice

No notice need be given for a regular or annual meeting of the Board the date(s) of which have been announced or are known to the Directors of the Board. Seven (7) days notice by mail, telegraph, telephone, e-mail or word or mouth shall be given for a special meeting unless shorter notice is adequate or is warranted under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any Director if written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

Section 5. Quorum

Unless otherwise provided by law, one half (1/2) of the Board shall constitute a quorum of the Board.

Section 6. Action by Consent; telephone Conference Meetings

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Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all directors consent to the action in writing (including facsimile and e-mail communication) and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting. Directors of the Board or any committee designated thereby may participate in a meeting of the Board or of any such committee by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 7. Vote of Interested Directors

Any director (the "Interested Director") who is a member, stockholder, trustee, director, officer or employee (the "Interested Status") of any firm, corporation or association (the "Interested Entity") with which OCEAN contemplates any business transaction ("Otherwise Interested Transaction") shall disclose his or her Interested Status, other similar relationship with the Interested Entity and any interest in the Otherwise Interested Transaction to the other Directors before any such Otherwise Interested Transaction may be acted upon by the Board. No Interested Director shall vote on such Otherwise Interested Transaction, but any Interested Director may be counted for purpose of determining a quorum of the Board. An affirmative vote of a majority of the Directors who are not Interested Directors shall be required before OCEAN may proceed with and consummate any Otherwise Interested Transaction. An Otherwise Interested Transaction proceeded with or consummated by OCEAN in accordance with the provisions of the preceding paragraph shall not be invalidated or in any way affected solely by the fact that any Interested Director or Interested Directors have or may have derived any personal benefits that are or may be adverse to the interests of OCEAN. No Interested Director or Interested Directors that have disclosed his or her Interested Status, other similar relationship with any Interested Entity and any interest in the Otherwise Interested Transaction to the other directors shall be liable to OCEAN or to any director or member for any loss incurred as a result of the Otherwise Interested Transaction, nor shall any such director or directors be required to convey to OCEAN any personal benefits or any gains or profits to be realized thereon. Upon approval by a two-third-majority vote of the Board, an interested office may engage in an Otherwise Interested Transaction on behalf of OCEAN.

Article VII. POWERS AND DUTIES OF DIRECTORS AND OFFICERS

Section 1. Directors

The Directors shall be responsible for the general management of the affairs of OCEAN except for those powers reserved to the Members by law, the Articles of Organization, or this Bylaw. The Board may from time to time, to the extent permitted by law, delegate any of its powers to any committee, subject to such limitations as the Board may impose. Contacts or agreements between OCEAN and any other individual, organization or entity, creation of any office, creation of any branch or chapter, spending within a month of more than one thousand dollars ($1,000.00), and any major activities must be reported to and be approved by the Board.

Section 2. Chairperson of the Board

The Chairperson shall oversee the general welfare of OCEAN as managed by the President and other officers. In any voting requiring a two-third majority vote by the Board, the vote of the Chairperson shall be counted, as two votes should there be a tie otherwise.

Section 3. President

The President shall be the chief executive officer of OCEAN and, subject to the Board's supervision, shall be primarily responsible for carrying out the policy and management directives of the Board. The President shall also have such other proper and necessary powers and duties as are customarily associated with such office or as may be designated from time to time by the Board. The President shall report at regularly scheduled Board meetings the activities occurred in the period after the last report and significant activities planned.

Section 4. Vice Presidents

The Vice Presidents shall assist the President in exercising the President's duties, and shall have such powers and duties as may be designated from time to time by the President. There shall be at least one Vice President, additional Vice Presidencies may be created by the Board. All Vice Presidents shall be nominated by the President and approved by a majority vote of the Board.

Section 5. Office Manager

The Office Manager shall be the administrative officer of OCEAN appointed by the President and assisting the President in administrative and financial affairs, and shall also have such powers and duties as may be designated from time to time by the President.

Section 6. Clerk

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The Clerk shall maintain complete records of all meetings of the Members and shall have custody of the seal of OCEAN if one is made upon authorization and approval by the Board, shall coordinate recruiting of members, and maintain a complete and current membership list, process membership applications bill and collect membership dues, and coordinate any financial and accounting matters with the Office Manager.

Section 7. Committees

All committees of the Board shall be appointed by the Chairperson upon approval by the Board. The term of members of any such committee shall be determined by the Chairperson and approved by the Board.

Article VIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

OCEAN shall, to the extent legally permissible, indemnify each person who serves or has served at any time as a director or officer of OCEAN, or who at any time has served as a director, officer of, or in a similar capacity with, another organization at the request of or on behalf of OCEAN, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless (i) he or she is successful on the merits in such a proceeding, (ii) the proceeding was authorized by OCEAN or (3) the proceeding seeks a declaratory

judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of OCEAN; and provided, further, that as to any matter disposed of by a settlement payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved either by OCEAN (which approval shall not unreasonably be withheld), or by a court of competent jurisdiction. Such indemnification shall include payment by OCEAN of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary of OCEAN or any other organization at the request of or on behalf of OCEAN, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of OCEAN if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization with respect to whom he or she had such a fiduciary duty. Where indemnification hereunder requires authorization or approval by OCEAN, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of OCEAN approves the payment of indemnification, such director shall be wholly protected and indemnified in accordance with this article, if: (i) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceedings and are selected for this purpose by the full board (in which selection directors who are parties to the proceeding may participate), or (3) by the disinterested members of OCEAN; or (ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to OCEAN) appointed for the purpose by vote of the directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or (iii) the payment is approved by a court of competent jurisdiction; or (iv) the directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws. Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days after the receipt by OCEAN of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification, OCEAN shall have determined that the person is not entitled to indemnification. If OCEAN denies the request or if payment is not made within such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on OCEAN. The right of indemnification under this article shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by OCEAN, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with OCEAN who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of OCEAN. The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such director or officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which OCEAN employees or agents other than directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.

Article IX. AMENDMENT

These by-laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a two-third majority of the Board. Following the making, amending or repealing of any of these bylaws in whole or in part by the Directors, written notice thereof stating the substance of such change shall be promptly given to all Members of good standing.