BY LAWS

ARTICLE I

Principal Office

The principal office of Peking University Alumni Association (hereinafter called the "Corporation") shall be located in the District of Columbia, with such additional offices as may from time to time be established.

ARTICLE II

Members

The Corporation shall have members who have studied at or worked for Peking University.

ARTICLE III

Board of Directors

Section 1. Number and Selection.

There shall be not fewer than three (3) nor more than seven (7) members of the Board of

Directors. The number of Directors may be increased or decreased by amendment to these By Laws approved by a majority of the Directors then in office; provided, however, that the number of Directors shall never be less than three (3); provided further, that no decrease in the number (Directors shall have the effect of shortening the terms of any incumbent Director. Each of the Directors shall be elected by a majority vote at the annual meeting of the Board of Directors and shall serve for one year, and thereafter until his/her death, resignation, or removal. There shall be no limit on the number of terms any director, including the chair, may serve. Any vacancies occurring on the Board of Directors may be filled by a majority of the remaining Directors, although such majority is less than a quorum, and the person or persons chosen to fill any such vacancies shall serve until the next annual meeting of the Board of Directors, and thereafter until his/her successor shall have been elected and qualified or until his/her death, resignation or removal.

Section 2. Meetings.

(a) Time, Place and Notice -- The annual meeting of the Board of Directors shall be held in the month of May and additional regular meetings of the Board shall be held, at such time and place as may be fixed by a resolution of the Board or upon ten (10) days' written notice at such time and such place as shall be set forth in the notice. The notice need not state the purpose of, nor the business to be transacted at, such meeting. Special meetings of the Board of Directors shall be held whenever called, in writing, by the Chair, by a majority of the Directors, or by a majority of the Executive Committee.

(b) Waiver of Notice -- Whenever any notice of any meeting of the Board of Directors is required to be given under provisions of the law or under provisions of the Articles of Incorporation or these By Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection also shall constitute waiver of any required notice.

(c) Quorum and Voting -- At any meeting of the Board of Directors, one-third of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorized action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. .

(d) Action without Meeting --Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth such action, is signed by all of the Directors, and such written consent is filed with the minutes of proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote.

(e) Telephone Meeting -- Members of the Board may participate in a Board meeting through use of conference telephones or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a telephone meeting hereunder constitutes presence in person at such meeting.

Section 3. Power and Duties. The Board of Directors shall have the control and management of the affairs and property of the Corporation. The Directors may delegate certain of their duties to the officers of the Corporation, but delegation shall not relieve the Board of Directors of the responsibility for any action so taken.

Section 4. Resignation and Removal of Directors. Any Directors or member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time specified, at the time of its receipt by the Chair or Secretary. The acceptance of a resignation shall not be necessary to make such resignation effective. Directors may be removed with or without cause, at any meeting of the Board of Directors duly called and at which a quorum is present, by a majority of the votes at such meeting.

Section 5. Compensation and Reimbursement. Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members; provided, that the foregoing shall not prevent a Director or committee member from serving the Corporation in any other capacity and receiving reasonable compensation for such other services. Directors and members of any committee of the Board of Directors shall be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.

ARTICLE IV

Officers

Section 1. Officers Specified. The officers of the Corporation shall be a Chair, one or more Vice Chairs, a Secretary, and a Treasure. The Board may also, in its sole discretion, appoint additional officers. Two or more officers, except that of Chair and Secretary, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

Section 2. Ex Officio Members of the Board of Directors. All of the officers specified in Section 1 of the ARTICLE IV shall be designated ex officio members of the Board of Directors. Such additional officers as may be appointed by the Board may also be designated ex officio members of the Board. The election or appointment to an officer, the holder of which is an ex officio member of the Board of Directors, shall be deemed to be an appointment to the Board; and the death, resignation, or removal of an officer who is an ex officio member of the Board shall be deemed to be a resignation from the Board.

Section 3. Election and Term of Office. Each officer of the Corporation shall be elected annually by the Board of Directors and shall serve for one year, and thereafter until his successor shall have been chosen and qualified or until his death, resignation, or removal. There shall be no limit on the number of terms any officer may serve. Election or appointment of an officer shall not itself create any contractual rights.

Section 4. Removal of Officers. Any officer maybe removed from office, with or without cause, at any time by the affirmative vote of a majority of the Board of Directors. Such removal shall not prejudice the contractual rights, if any, of the person so removed.

Section 5. Duties and Powers.

(a) Chair -- The Chair shall be the Chairman or Chairwoman of the Board of Directors and the Chief Executive Officer of the Corporation. It shall be the duty of the Chair to have general and active management and supervision of the activities of the' Corporation, to perform all other duties which are incident to the office of Chair, and to perform such other duties as the Board of Directors may from time to time prescribe.

(b) Vice Chair -- It shall be the duty of the Vice Chair, or if there be more than one, the Vice Chairmen in the order determined by the Board of Directors, to perform the duties and exercise the powers of the Chair in the absence or disability of the Chair, and to perform such other duties and have such other powers as the Board may from time to time prescribe.

(c) Secretary -- It shall be the duty of the Secretary to attend and keep the minutes

of all meetings of the Board of Directors, to issue proper notices of all meetings, to perform all other duties which are incident to the office of Secretary, and to perform such other duties as the Board or the Chair may from time to time prescribe.

(d) Treasurer -- It shall be the duty of the Treasurer to collect all moneys due to the Corporation and to have custody of the funds of the Corporation and to place the same in such depositories as may be approved by the Board of Directors. He/she shall approve payment of all bills against the Corporation; he/she shall record and submit to the Board of Directors a report of all receipts and disbursements and a report of the financial condition of the Corporation, both which reports the Board may cause to be audited by a firm of certified accountants of its own selection. The Treasurer shall, at the discretion of the Board of Directors, furnish a satisfactory bond in such sum as the Board shall prescribe. He/she shall perform all other duties which are incident to the officer of Treasurer and shall perform such other duties as the Board or the Chair may from time to time prescribe.

Section 6. Indemnification. Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by person's testator or intestate, is or was a Director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amount paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

Section 7. Compensation. Any officer of the Corporation is authorized to receive reasonable compensation for services rendered, when authorized by the Board of Directors.

ARTICLE V

Committees

Section 1. Executive Committee. The Board of Directors may appoint from among its members an Executive Committee, to act in the name of and with the full power of the Board during the intervals between meetings of the Board on any matters requiring action by the Directors. The Executive Committee shall be composed of the officers of the Corporation; in addition, appoint two (2) Directors who are not officers to serve on the Executive Committee.

Section 2. Other Committees. The Board of Directors may appoint from among its members one or more other committees, to consist of n()t fewer than two (2) members.

Section 3. Procedures. All Committees appointed by the Board of Directors pursuant this ARTICLE V shall serve at the pleasure of the Board. Each such committee may make its own rules of procedures and shall meet where and as provided by the such rules or by resolution of the Board of Directors. A majority shall constitute a quorum, and in every case the affirmative vote of a majority of all the members of such committee shall be necessary for the adoption of any resolution.

ARTICLE VI

Seal

The Corporation may have a Seal of such design as the Board of Directors may adopt. If so adopted, the custody of the Seal shall be with the Secretary and he/she shall have authority to affix the Seal to all instruments where its use is required.

ARTICLE VII

Fiscal Year

The fiscal year of the Corporation shall commence on the first day of May and end on the thirty day of April in each year, unless otherwise provided by the Board of Directors.

ARTICLE VIII

Amendments of By Laws

These By Laws may be amended, replaced, or altered, in whole or in part, and additional By Laws may be adopted, by a majority of the votes cast at any meeting of the Board of Directors, duly called and at which a quorum is present.

The foregoing By Laws were adopted by the Board of Directors on Nov, 1997.

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Secretary