AMENDED AND RESTATED BYLAWS
UNIVERSITY OF SCIENCE AND TECHNOLOGY OF CHINA
(As adopted on Nov. 17th , 2016)
NAME, NATURE, AND MISSION
Section 1.01. Name. The name of this corporation is “University of Science and Technology of China Alumni Foundation” (the “Corporation”, or “USTCAF”).
Section 1.02. Nature. The Corporation is non-profit in nature, it is not controlled by, or affiliated with the University of Science and Technology of China (USTC) itself, or any other organizations.
Section 1.03. Mission. The Corporation is founded to: (a) Promote the excellence of the USTC community, including students, teachers, and alumni worldwide; and (b) Promote the academic and cultural exchange between USTC and researchers worldwide.
Section 2.01. Members. The members of the Corporation shall be those persons who satisfy the qualifications of membership as determined from time to time by the board of directors (the “Board”); provided that, any person who satisfies the qualifications of membership and who is admitted as a member shall continue as a member for the remaining term of his or her membership. Any change in the qualifications of membership shall only apply prospectively to members upon renewal of membership and shall not reduce the term or terminate the membership of any person who is already a member. The qualifications of membership as of the date of the adoption of these bylaws are attached hereto as Exhibit A.
Section 2.02. Meetings of Members. (a) An annual meeting of members for the election of directors and for the transaction of such other business for which a vote of members is required by law shall be held each year either within or without the State of Delaware on such date and at such place and time as are designated by resolution of the Board.
(b) A special meeting of the members for any purpose for which a vote of members is required by law may be called at any time by resolution of the Board, to be held either within or without the State of Delaware on such date and at such time and place as are designated in such resolution.
(c) Each member shall have one vote at a meeting of members. The Secretary of the Corporation (the “Secretary”) shall cause notice of each meeting of members (including the annual meeting) to be given to each member entitled to vote at such meeting in writing (i) by such electronic transmission as such member may have specified to the Corporation or (ii) if no such means for notice shall have been specified by a member, by first class mail postage prepaid to such member’s postal address as shown on the records of the Corporation, not less than 10 days nor more than 60 days prior to the meeting except where a different notice period is required by law. Such notice shall specify (i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if any, by which members and proxy holders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Subject to such guidelines and procedures as the board of directors may adopt, members and proxy holders not physically present at a meeting of members may, by means of remote communication (A) participate in a meeting of members and (B) be deemed present in person and vote at a meeting of member, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxy holder, (ii) the Corporation shall implement reasonable measures to provide such members and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any member or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
(d) The quorum for a meeting of members shall be that number of members equal to 25% of the total number of members entitled to vote at such meeting and unless otherwise required by law, the certificate of incorporation or these bylaws the members shall act by a vote of a majority of the members present at any meeting at which a quorum is present.
(e) Whether or not a quorum shall be present in person or represented at any meeting of the members, the Board may adjourn such meeting from time to time to a later date. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the members may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member entitled to vote at the adjourned meeting.
(f) The record date for determining members eligible to vote for any meeting of members shall be the close of business on the day prior to the sending of notice to members. Each member entitled to vote at a meeting of members may authorize another person or persons to act for such member by proxy. A member may revoke any proxy which is not by law irrevocable by attending the meeting and voting in person or by filing with the Secretary either an instrument in writing revoking the proxy or another duly executed proxy bearing a later date.
(g) A waiver of notice of meeting by a member provided to the Corporation in writing or by electronic transmission, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
(h) All meetings of the members shall be presided over by the Chair and, if he or she is not present, by such officer or director as is designated by the Board. The Secretary or, if he or she is not present, any Assistant Secretary or other person designated by the presiding officer shall act as secretary of the meeting. The date and time of the opening and the closing of the polls for each matter upon which the members will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of members as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of members shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to members, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of members shall not be required to be held in accordance with the rules of parliamentary procedure.
Section 2.03. Notice of Director Nominations. (a) Nominations of persons for election to the Board and the proposal of business to be considered by the members may be made at an annual meeting of members only (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board, or (iii) by any member who was a member at the time the notice provided for in this Section 2.03 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.03.
(b) For nominations or other business to be properly brought before an annual meeting by a member pursuant to this Section 2.03, the member must have given timely notice thereof in writing to the Secretary and any such proposed business other than the nomination of persons for election to the Board must constitute a proper matter for member action. To be timely, a member’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date, notice by the member must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting or the tenth day following the day on which announcement of the date of such meeting is first made by the Corporation). In no event shall the announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a member’s notice as described above. Such member’s notice shall set forth: (i) as to each person whom the member proposes to nominate for election as a director: the name, age and qualifications of such person to serve as a director, and an affirmation that such person has been a member of the Corporation for the last 365 consecutive days on the date of the election at the annual meeting (and such person’s written consent to being named as a nominee and to serving as a director if elected); (ii) as to any other business that the member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such member; and (iii) as to the member giving the notice: the name and address of such member, as they appear on the Corporation’s books and a representation that the member has been a member for the last 365 consecutive days (as of the date of the meeting) and is entitled to vote at such meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.
(c) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 shall be eligible to be elected at an annual or special meeting of members of the Corporation to serve as directors and only such business shall be conducted at a meeting of members as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.03. Except as otherwise provided by law, the chairperson of the meeting shall have the power and duty (i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.03 and (ii) if any proposed nomination or business was not so made or proposed in compliance with this Section 2.03, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.
BOARD OF DIRECTORS
Section 3.01. General Powers. Except as may otherwise be provided by law or by its certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board, which shall be, and shall possess all the powers of, the “governing body” of the Corporation under the Delaware General Corporation Law (the “DGCL”). The directors shall act only as a Board, and the individual directors shall have no power as such.
Section 3.02. Number of Directors. As of the date of the adoption of these bylaws, the total number of directors constituting the Board shall be 13. The Board may from time to time authorize, by resolution adopted by the affirmative vote of directors constituting a majority of the total number of directors authorized at the time of such vote, a change in the number of members in the Board, but the number shall at all times be not less than three. Each of the directors shall be a natural person.
Section 3.03. Election of Directors. Directors shall serve a term of office of approximately two years. Except as otherwise provided in Section 3.13 and Section 3.15 of these bylaws, one-half of the total number of directors rounded up, or the number of available director seats considering the number of directors whose term is expiring for current directors, whichever is smaller, shall be elected at each annual meeting of members occurring in one year and the remaining directors shall be elected at the annual meeting of members occurring in the following year. Directors shall be elected by a “majority of votes cast” (as defined herein) at the annual meeting of members, unless the election is contested, in which case directors shall be elected by a plurality of votes cast. An election shall be contested if, as determined by the Board, the number of nominees exceeds the number of directors to be elected. For the purposes of this Section, a “majority of votes cast” means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director. If a director in an uncontested election does not receive a majority of votes cast for his or her election, the director shall, within ten business days of certification of election results, submit to the Board a letter of resignation for consideration by the Board. The Board shall promptly assess the appropriateness of such nominee continuing to serve as a director and whether to accept or reject such resignation, or what other action should be taken, within 90 days from the date of the certification of election results. Each director shall hold office until the next annual meeting of members and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Section 3.04. Annual and Regular Meetings. The annual meeting of the Board for the purpose of electing officers of the Corporation and for the transaction of such other business as may properly come before the meeting shall be held each year either within or without the State of Delaware on such date and at such time and place as are designated by resolution of the Board and in any event shall occur reasonably promptly after the annual meeting of members referred to in Section 2.02(a). Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board.
Section 3.05. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair, the President or, in the event of the absence or disability of either of such persons, by any Vice President, or upon written demand of not less than one-third of the total authorized number of directors, at such place, date and time as may be specified in the respective notices of such meetings. Any business may be conducted at a special meeting.
Section 3.06. Notice of Meetings; Waiver of Notice. (a) Notice of the annual meeting of the Board need not be given if it is held immediately after the annual meeting of members for the election of directors and all directors not present at such meeting of members are present at the meeting of the Board. Notice of regular meetings of the Board need not be given if notice of the resolution setting forth the date, time and place of regular meetings of the Board has been given in the manner contemplated by this Section. Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time and place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action (subject to Section 3.09 of these bylaws). Notices of meetings shall be given personally or by electronic transmission at least seven (7) days prior to the meeting, or by a writing delivered by a recognized overnight courier service dispatched at least ten (10) days prior to the meeting, directed to each director by such means of electronic transmission, or at such address, as the case may be, from time to time designated by such director to the Secretary.
(b) A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.
Section 3.07. Quorum; Voting. At all meetings of the Board, the presence of a majority of the total number of directors authorized at the time of such vote shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Corporation’s certificate of incorporation or these bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. An interested director may be counted in determining the presence of a quorum at a meeting of the Board that discusses, or authorizes as provided in Section 3.14, a contract or transaction in which such director is interested.
Section 3.08. Presence by Telephonic Communications. Members of the Board may participate in any meeting of the Board by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.
Section 3.09. Adjournment. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.06 of these bylaws applicable to special meetings shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. At any adjourned meeting, the directors may transact any business that might have been transacted at the original meeting.
Section 3.10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 3.11. Regulations. To the extent consistent with applicable law, the Corporation’s certificate of incorporation and these bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate. The Board may elect a chairperson (the “Chair”) and one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board. In the absence of such election, the President shall serve as the Chair for such meetings.
Section 3.12. Resignations of Directors. Any director may resign at any time by delivering a written notice of resignation signed by such director or by submitting an electronic transmission, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.
Section 3.13. Removal of Directors. Any director may be removed at any time, either for cause, upon the affirmative vote of a majority of the total number of members, acting at a meeting of members, and such removal shall take effect immediately upon such vote. Any vacancy in the Board caused by any such removal may be filled at such meeting or in accordance with Section 3.15 of these bylaws.
Section 3.14. Conflicts of Interest. Any contract or transaction in which a director is interested must be approved by the Board acting in good faith through the affirmative vote of a majority of the disinterested directors then members of the Board (being not less than two directors) or by a committee made up of at least three disinterested directors after disclosure to the Board of all material facts as to the director’s relationship to or interest in the contract or transaction and as to the nature of the contract or transaction, and the fact that an interested director participated in meetings discussing or approving any such contract or transaction shall not make the approval void or voidable. The conflict of interest policy of the Corporation is attached hereto as Exhibit B.
Section 3.15. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board, by reason of death, resignation, removal or otherwise, or if the authorized number of directors shall be increased, the directors then in office shall continue to act. Any such vacancies or newly created directorships may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of members and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Section 3.16. Compensation. The directors will not be compensated for their services as such but the Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.
Section 3.17. Reliance on Accounts and Reports, etc. In the performance of his or her duties, a director shall be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of its officers or employees or by any other person as to the matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 4.01. Officers. The officers of the Corporation shall include a President and a Secretary. The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other officers and agents as the Board may determine. Any number of offices may be held by the same person, except that one person may not hold both the office of President and the office of Secretary. No officer need be, but any officer may be, a director of the Corporation. Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be directors) as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board or the President.
Section 4.02. Election of Officers. Unless otherwise determined by the Board, the officers of the Corporation shall be elected by the Board at the annual meeting of the Board and shall hold office until the next succeeding annual meeting of the Board. If officers are not elected at such annual meeting, officers may be elected at any regular or special meeting of the Board. Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board. Each officer shall hold office until his or her successor shall have been elected or appointed and qualified, or until such officer’s earlier death, resignation or removal.
Section 4.03. Removal and Resignation of Officers; Vacancies. Any officer or agent, however appointed, may be removed for or without cause at any time by the Board. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board.
Section 4.04. Compensation of Officers. The salaries and other compensation of all officers and agents of the Corporation (acting in such capacities) shall be decided by the Board or a committee of the Board. The Board or such committee may delegate to the President and/or other senior officers of the Corporation on such terms as it shall see fit the power to set the salaries and other compensation of subordinate officers and agents of the Corporation. Compensation decisions made by the Board or a committee of the Board require the affirmative vote of a majority of the disinterested directors then members of the Board or such committee. For the purposes of this Section 4.04, an “interested” director is a director who is an officer of the Corporation, or who during the past 12 months received any compensation from or otherwise engaged in a business transaction with the Corporation (other than for service in his or her capacity as a director or in reimbursement of expenses incurred as a director), or who at any time during the past 12 months was an officer or director of, or had a significant ownership interest in, an entity which transacted business with the Corporation during such period.
Section 4.05. Authority and Duties of Officers; Conflicts of Interest. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these bylaws, and in any event each officer shall exercise such powers and perform such duties as may be required by law. Any contract or transaction in which an officer has an interest must be approved by a majority of disinterested directors then members of the Board or by a committee made up of at least three disinterested directors after disclosure to the Board of all material facts as to the officer’s relationship to or interest in the contract or transaction and as to the nature of the contract or transaction.
Section 4.06. President. The President shall be the chief executive officer of the Corporation, have general control and supervision of the affairs and operations of the Corporation, keep the Board fully informed about the activities of the Corporation and see that all orders and resolutions of the Board are carried into effect. He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation. He or she shall have the sole authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation, unless another officer is expressly authorized by the Board. He or she shall have the authority to cause the employment or appointment of such employees or agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by the Board. The President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe. The President shall obtain prior board approval, before entering into any contractual or otherwise legally binding agreement with any single party which creates financial obligation for the Corporation exceeding USD 10,000 on a one-time basis, or USD 5,000 per annum on a recurring basis.
Section 4.07. Vice Presidents. If one or more Vice-Presidents have been designated, each Vice-President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the President. In the absence of the President, the duties of the President shall be performed and his or her powers may be exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of his or her earliest election to that office.
Section 4.08. Secretary. The Secretary shall (i) act as secretary of all meetings of the Board and shall keep a record of all meetings of the Board in books provided for that purpose; (ii) cause all notices to be duly given in accordance with these bylaws and as required by law; (iii) be the custodian of the records of the Corporation and may sign together with any other authorized officer of the Corporation any such document or instrument; (iv) properly maintain and file all books, reports, statements and other documents and records of the Corporation required by law, the certificate of incorporation or these bylaws; and (v) have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board or the President.
Section 4.09. Treasurer. The Treasurer, if appointed, shall be the chief financial officer of the Corporation and shall (i) have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and keep or cause to be kept full and accurate records of all receipts of the Corporation; (ii) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the President; (iii) cause the moneys of the Corporation to be disbursed by checks or drafts (signed by such officer or officers of the Corporation, and in such manner, as the Board or the President may determine from time to time) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed; (iv) render to the Board or the President, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer, and render a full financial report at the annual meeting of the Board, if called upon to do so; (v) be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation; and (vi) have all the powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board, and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board or the President.
Section 5.01. Designation of Committees. The Board may designate one or more committees. Each committee shall consist of such number of directors as from time to time may be fixed by the Board. Each committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent permitted by law and delegated to such committee by resolution of the Board, provided that no committee shall have any power or authority in reference to the following matters: (i) amendments to the Corporation’s certificate of incorporation or these bylaws; (ii) filling of vacancies in the Board or in any committee; (iii) amending or repealing any resolution of the Board that by its terms may not be so amended or repealed; (iv) delegating any of the power or authority of such committee to a subcommittee unless so authorized by the Board; (v) approval of any conflict of interest referred to in Section 3.14 or Section 4.05; or (vi) any other matter that pursuant to the DGCL is excluded from the authority of a committee of the Board.
Section 5.02. Committee Members. The members of each committee shall be selected by the Board and shall serve at the pleasure of the Board. Each member of any committee (whether designated at an annual meeting of the Board or to fill a vacancy or otherwise) shall hold office only until the earliest of the next annual meeting of the Board, the time he or she shall cease to be a director, or his or her earlier death, resignation or removal.
Section 5.03. Committee Procedures. At any meeting of any committee, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business, unless (a) such committee has only one or two members, in which case a quorum shall be one member or (b) a greater quorum is established by the Board. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules and regulations adopted by the Board.
Section 5.04. Resignations and Removals of Committee Members. Any member of any committee may resign from such position at any time by delivering a written notice of resignation, either in writing signed by such member or by electronic transmission, to the Board or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member of any committee may be removed from such position at any time, either for or without cause, by resolution adopted by a majority of the total authorized number of directors acting at a meeting of the Board or by written consent in accordance with the DGCL and these bylaws.
Section 5.05. Vacancies on Committees. If a vacancy occurs in any committee for any reason, the remaining members may continue to act if a quorum is present. A committee vacancy may only be filled by a majority of the total authorized number of directors.
Section 6.01. Indemnification. (a) Subject to Section 6.01(d), the Corporation shall indemnify, to the fullest extent permitted by the DGCL or applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in section 145 of the DGCL and any other applicable law.
(b) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
(c) Section 6.01(a) does not require the Corporation to indemnify a present or former director or officer of the Corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board.
(d) If the Corporation is a “private foundation” under the Internal Revenue Code of 1986 (as it may be amended, the “Code”), no indemnification shall be provided hereunder to the extent that such indemnification would result in a violation of section 4941 of the Code.
Section 7.01. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c)(3) of the Code.
Section 7.02. Execution of Instruments. Except as otherwise required by law or the Corporation’s certificate of incorporation, the Board or any officer of the Corporation authorized by the Board may authorize any other officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.
Section 7.03. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year and shall terminate in each case on December 31.
Section 7.04. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.
Section 7.05. Electronic Transmission. “Electronic transmission”, as used in these bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
AMENDMENT OF CERTIFICATE OF INCORPORATION
AND BYLAWS; CONSTRUCTION
Section 8.01. Amendments. The Corporation’s certificate of incorporation may be amended by a resolution adopted by the affirmative vote of directors constituting a majority of the total number of directors authorized under these bylaws at the time of such vote and the filing of a certificate of amendment in accordance with the requirements of the DGCL, and the approval of the members of the Corporation shall not be required for any such amendment. These bylaws may be amended, altered or repealed by resolution adopted by the affirmative vote of directors constituting a majority of the total number of directors authorized under these bylaws at the time of such vote. Amendments to Article I of these bylaws shall require the approval of at least two-thirds (2/3) of the members. No amendment, alteration, change or repeal of the certificate of incorporation or these bylaws shall be effected which will result in the denial of tax-exempt status to the Corporation under section 501(c)(3) of the Code.
Section 8.02. Construction. In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the Corporation’s certificate of incorporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.
Section 8.03. Jurisdiction. The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s members, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or the Corporation’s certificate of incorporation or bylaws, or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.
EXHIBIT A – MEMBERSHIP QUALIFICATIONS
A member of the Corporation at any given point in time is someone who meets ALL of the following criteria:
(a) Having made a donation pledge of $20 or more in the preceding 365 days and remitted payment within 30 days of making the pledge, OR, having paid annual membership dues of $10 in the preceding 365 days, OR, having been determined as a "life time member" as of the effective date of these bylaws. And,
(b) Having executed a membership agreement with the Corporation, in writing or by electronic means. Such a membership agreement shall be executed with 30 days of making a donation pledge, or in the case of "life time members", within 3 years of the effective date of these bylaws. And,
(c) Not having submitted a membership termination request to the Corporation. And,
(d) Not having been denied new membership or membership renewal by the Corporation. These criteria are subject to change by the board of directors of the Corporation.