Q&A Regarding 2011 Bylaws Amendments 章程修改案问答

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Disclaimer: We do not aim at capturing all birds in one shot this time and as a matter of fact, due to the limitation of timing, we cannot.




The change from
201 No one is to hold the Chairperson position for two consecutive terms.
202 No one is to be elected as the chairperson consecutively and no one is
203 to be elected as the chairperson more than once during the same GB term.

appears to have further limited the term of chairperson. Is it necessary to prevent a chairperson to work for two consecutive terms if that could be more effective?


If a GB's Chairperson's term has been shortened due to resignation or dismissal, I do not see reasons such a person shall be elected again in the immediately next election within GB for a Chairperson.

If there is a new GB, the new GB shall be able to elect their new Chairperson among them.  The past practice is not to have anyone holding the Chairperson position consecutively across GB's term, and we have not changed that.

I want to point out one theoretically possible scenario, though, in which a Chairperson resigns before his/her term naturally ends, then at the convention of the new GB, s/he may run for Chairperson again.  Bylaws 2003 did not prevent this from happening, the current revision proposal does not, either.  It will be the ultimate responsibility of GB to choose the best Chairperson at the time, Bylaws are mostly a framework of principles and a set of rules regulating common situations.


The following change is innocuous, but the clarification from
251 k. GB may appoint advisors for USTCAF..
252 k. GB may decide to appoint advisors, upon nomination from the Chairperson
253 or two GB directors.
254 Such advisors may participate in GB meetings, monitor email
255 communications, audit financial reports and relevant documents, and
256 participate in discussions, but do not have a voting right.

Appears to have the unintentional effect to codify restricting access to GB records to only the few if none selected by current GB. Past practice is all former GB directors are automatically eligible to participate in and monitoring of GB discussions. It is desirable that any GB member or otherwise advisor as appointed following above procedure, if following by rules to be set forth in Bylaw and maintain necessary confidentiality requirement when applicable (In extreme case,  the member/advisor may need to sign a NDA. Any disclosure of information obtained should be preapproved by current GB or AF/GB may reserve to rights suing for damage as maximum allowed by law.), he or she should have access to by not limit to any past and current GB discussions, memo, meeting minutes, voting records, membership records and financial records. Transparency and freedom of information is the best way to earn and maintain trust of members and friends.


We do not intend to block any former GB members or AF members from accessing the current GB's discussions.  Currently, we approve requests for access from AF members after verifying their memberships.  It is reasonable to assume that former GB members, on average, care more about AF's business, so, at appropriate time, it would be beneficial to better spell out a set of rules/structures for smoother communications within the current GB, between the current GB and former GB members, and between the current GB and AF members.  Much work needs to be done and we cannot get all done at once now.

Back to the so-called "codify restriction" issue, we only explicitly outline the appointment of advisors, but we did not say anything about past GB members yet.  In fact, there is no place in Bylaws 2003 mentioning former GB members except that GB members from past two terms cannot receive awards from AF.  Amendments to Bylaws on better engaging former GB members is possible and we will be open to future discussions.


375 For donation records in which there are multiple natural persons, USTCAF
376 shall allocate the whole donation to the person whose email was provided in
377 the donation form unless the donors provided instructions, in writing, on the
378 allocation of donation among donors.
- Suggest we should allocate the amount equally among the donors by default, unless the donor specifies the allocation. Considering many of these cases are couples both from USTC, equal allocation should be the best way by default.


As of now, the donation form allows one email only.  It is in-operable for evenly allocating the donation amount to all natural persons involved in a donation if there is only one email address attached to this donation record.  There are further complications if a same person is involved in multiple but different groups of donors. 

If GB shall contact, through emails, for other donors' emails, then such email(s) can equally be the one asking donors to specify the allocation scheme they desire.  I mean, given the same amount of back-and-forth email communications between GB and donors, why don't GB simply ask for donors choice on allocation? In the future, if the donation form shall be revised to allow matching between persons and emails, then an allocation percentage can also be customized by donors at the time of filling the form.  It will take time to get that done, though.




402 The GB is authorized to terminate a lifetime membership if the GB have made
403 best effort attempts in vain to establish contacts with this person.
- Lifetime membership shouldn't be revocable. Also, GB shouldn't have the rights to revoke any membership as long as his/her dues are paid, otherwise it could be a serious problem under certain situations :) And, membership not only means voting rights.
How about change this to "The GB is authorized to exclude a member into quorum calculation if the GB have made best effort attempts in vain to establish contacts with this person."? Similar to US elections require you to register before your name can show on the voter list, but your citizenship won't be revoked if you keep silent.


GB2010 debated the concept of "membership in hibernation status".  I was told that according to relevant Delaware laws, there seems not be such a category of membership-in-hibernation (or similar concept such as on-hold) to exist.  I agree with you that the purpose of that particular clause (terminate memberships due to loss of contact) was for the calculation of quorum and related operational purposes.  So, we did provide a clause to unconditionally reinstate membership as long as the person is back into contact with GB and GB can verify the identify and intention (to reinstate the membership).  This is what GB decided to go with, but it does not mean we neglect the issue you raised.  We are striking a balance between law-abiding and operational feasibility/reasonability.



第74-75行:"... and (2) promote the academic and cultural exchange between
USTC and researchers in USA.",建议将“researchers in USA"改为"abroad researchers"或"researchers outside USTC".

第73行:“... and alumni in USA and elsewhere...",建议去掉“in USA and elsewhere"。

第109, 110, 112, 115, 117, 122行:“in (the) USA and other countries",
建议去掉所有"(the) USA and"。



USTCAF的历史和创建人员名单见于: http://www.ustcaf.org/en/about-us/history。它的内容会有填充,比如添加向过去奉献过的志愿者们致敬的内容。但这些不是理事会眼前的急务。我的个人意见是这些内容本身不必出现在Bylaws里面。

关于您提及的关于美国和海外的用字的修正,理事会内部讨论过。鉴于在Bylaws 2003里面的第五部分(Article V)里有对于USTCAF的Nature和Mission的修正的严格限制,因此我们将先划分清楚如何修正USTCAF的Nature和Mission,然后再根据实际状况和现实需要,对这两部分的内容进行调整。这些动作由于时间限制,将只能在2011年进行。眼前的问题是要尽快解除在Nov到Feb之间必须举办选举的限制。


I am not clear about the following statement in the new propsal:

"All the then-sitting GB members, including those who resign after the beginning of ballot casting for the failed election, shall be excluded from 339 the election committee as well as the candidacy in the re-election;"

Why those resigned GB members are excluded from re-election? Does that mean they cannot be the candidates for the re-election? Or do they need to apply again to be candidates? Will re-election have the same candidates as failed-election?



(1) 发生这种重选举对于USTCAF来说会是一个重大事件。 部分原因可能将会是当任的理事会没能做得更好。因此,当任的理事会成员将被排除在重选举的候选人当中。

(2) 在这种特别发起的选举中,除了当任的理事会成员不能成为候选人以外,对于别的候选人的资格要求和普通选举是一样的。由此也可看出,就目前的Bylaws的规定,每一次选举的候选人都需要(自我或他人的)提名,都要有本人的候选宣言。重选举的候选人和失败选举的候选人不一定相同,但也不是完全不允许重叠。要看每一个人的资格认定。


(3) 在排除当任的理事会成员的候选资格的时候,如有辞职的情况存在,是以事后来看辞职是否发生在失败选举开始投票的那一天为准的。可能有别的日子(比如失败选举的Date of Record)也可以用作此目的。但我想,在一个选举开始的那一天(尚未知是否能达到选举人数的时候)却要辞职的,其个人对于此前该任理事会的工作表现是不能脱钩的。因此,不应有候选资格。



I noticed the current GB term has been extended up to 13 months – however, it may still be very limited. I wish each GB could either serve two years for one election and/or in each election, only 50% of the current GB member being re-elected. This will avoid a lot of new orientation.


The current proposal is not aiming at touching on everything.  We need time to weigh over options.  The staggered election scheme was brought up, but the limited time we had was not sufficient to give it a full consideration.  It will be a subject of future discussions within GB and between GB and AF members, and if it can gain wide support, it could possibly become official in the future versions of bylaws.


officer vs director
Perhaps there is a confusion here.  A company or an organization such as ustcaf must have officers, which are appointed by board of directors, to handle daily official business and representing the company legally.  It sounds like the original executive committee are the officers.  It probably should be kept that way. If IRS or any government organization need to contact USTCAF, they want to contact the officers of the USTCAF, not the board of directors, however, the officer position can also be hold by board of directors.
so I would suggest against the changes of officers to directors, it probably is not legally appropriate.


如果理事会同意在officer vs director这个议题上确实有legally inappropriate的疑虑的话,那这部分可以改回原文。


a)  About the main motivation for change - duration for this GB
I think this is a very bad idea - you do not change the "constitution" to fit one special situation.   Is it possible to have a GB approved resolution to request all members to vote to extend this GB's performing period?  I think it is important to keep the original bylaw statement to remove any future mishaps and violation of the bylaw ("Constitution") like what happened before this GB election.   Like US election, dates are very specific, so no one can manipulate the election.  I think the changes shall make everything more specific (election date, starting date etc), not less, like the changes proposed.


关于选举日程的修订: 理事会内部讨论过固定日期的选举安排,但确实是时间仓促,


I  am very concerned about the term :
"The candidate shall include, if any, his or her past services to the USTC alumni communities and associations with other USTC alumni organizations in his or her candidacy statement."
What is the purpose of this requirement?

In my opinion, this has nothing to do with AF's mission. If a alumni doesn't want to share this information, but he/she is a valid lifetime member of AF, is he/she eligiable to be elected as a board member of AF? I don't see any reason why he/she should not be. I believe this is not a requirement in Bylaws 2003.

The negative result of this term is that it feels like that AF wants to purge those members who are lifetime members of AF but also serve other alumni organizations. I simply want to point out that this is a possible implication and people might intepret it very differently than your initial intention.

I feel that if a candidate feels like to release that information, it is perfectly fine. If he/she doesn't want to do so, it is perfectly fine, too. This should not be a requirement listed in the bylaws for candidacy.  I strongly recommend to remove this from the new bylaws.


Thanks for your comments on this clause.
Candidacy statement is to face all (voting) members and it shall summarize one candidate's essential experience with USTC and his/her basic expectation/intention of his role if elected to the GB.  So one's past service experience for USTC or its alumni would be one strong indicator of his/her readiness and ability to serve on AF's GB.

The exact wording can be adjusted such as "the candidates shall include, if any, his or her past services to USTC or its alumni in the candidacy statement" to make it more succinct.

Lastly, in my opinion, if a candidate who would not be elected if he or she properly discloses his or her past service record to USTC or USTC alumni, then probably he or she shall not be elected.  After all, given all the (voting) members fully informed, their votes rule.

Follow-Up from member:

My opinion on this is that it should not be a REQUIREMENT for candidacy. Most of candidates will state their various connection with USTC and alumni community any way. I am perfectly fine with that. But I don't see any particular reason that a candidate has to disclose his or her association with other alumni organization. This requirement could easily be linked to recent dispute between AF and IF.

I think an acceptable rephrase of this would be:
"Candidate is encouraged to share with all members his or her past leadership experience, if any."

If a candidate is a USTC alumni, a lifetime (permanent) member of AF and is willing to serve the GB, he or she is eligible to enter the election. Some leadership experience would help him or her to win more votes from the alumni and possibly the election but it is not an essential requirement for candidacy.

A simple example is the presidential candidacy requirements in the US: 1. one has to be a US citizen, 2. one has to be naturally born in the US, 3. one has to be 18 years or older. Of course, we know that anyone who only matches these three requirements has no chance of being elected as a president of the US. One has to achieve much much more to convince people to vote for him or her. But a more general elgigibility ensures that vast majority of the US citizen do share the right to elect and to be elected. Consider if there's a requirement that a president candidate has to have a net wealth of $1million or more (all president candidates of the US in the last couple of elections had more wealth than that, of course, not even mention the amount of money their campaigns collected), that would be a severe violation of the fundament constitutional rights of 90%+ of the US citizens.

I believe one important philosophy of the law (or the bylaws of an organiztion) should be general enough to allow all members share the same level of right of election.

The problem is actually not that if a candidate disclose one's association with other organization and not being elected. It is actually that this requirement makes other alumni think that AF will purge whoever has connection with other alumni organizations and therefore will not even enter the election at all.


USTCAF is and shall remain an open organization facing all its members and will seek/solicit support from all USTC alumni and friends of USTC/USTCAF.

How about this version:
Candidates are encouraged to include his or her past leadership and/or public service experience, if applicable, in the candidacy statement.


Whatever changes to the by-law should keep a long term stability for AF in mind, instead of a short term convenience. It really bothers me that the GB term is going to be floated in the new by-law. Imagining a new GB will start at different time of each year, while most of AF's operations are in relatively fixed time table. It is also not practical to GBs who are volunteers.  In addition, this new by-law should start to apply to next term of GB to avoid a conflict of interest.





some wordings, as following, will cause confusion with the AF mission statement,  and should be excluded from the by-law:
The candidate shall not hold official capacity and/or bear official obligation to represent USTC in handling USTCAF-relevant matters during the expected GB term;
The candidate shall include, if any, his or her past services to the USTC alumni communities and associations with other USTC alumni organizations in his or her candidacy statement.
Anyway,  who has the right to explain and define “USTCAF-relevant matters”, “USTC alumni communities”, and “Associations or organizations”



关于Candidates shall not have official Capacity and/or obligation to represent USTC这一条:原有的2003章程里禁止科大在校学生和时任雇员参选AFGB,目的是为了保持AF的独立性和防止利益冲突。那么,如果有参选人是在 预期的AFGB任期里面 将会代表科大出面参与处理AF在科大的(某些)项目的情况,那么根据AF的章程的Nature和Mission两章,这里是有利益和/或身份冲突的疑问的。

purge)掉 某些身为AF的终身会员但又在其它的校友组织任职的人士(it feels like that AF wants to purge those members who are lifetime members of AF but also serve other alumni organizations. 此问题的原文见http://www.ustcaf.org/about-us/governance/bylaws/121-bylaws-am-qanda?lang=en,接近页底)。我的相应答复也可见于该公开网页。基本想法是,如果该有意参选者(们)在正确的披露了自己为科大校方、科大校友的服务经历以后,没能获得当选的票数,那么可能他(们)或她(们)这一次没能获得多数投票会员的认同。 After all, given all the (voting) members fully informed, their votes rule.



您所提及的关于USTCAF-relevant matters,USTC Alumni Communities,USTC Alumni Organizations在实践本条文的时候的如何定义和认定的问题非常好。原文确实有失之于啰嗦的毛病。我想在文字上改成如下文所示可能就足够准确简练了。请指正。

The candidate shall not, on behalf of entities other than USTCAF, handle or expect to handle USTCAF's matters during the expected GB term.
The candidates are encouraged to include his or her past leadership and/or public service experience
, if applicable, in the candidacy statement.


The GB2010 gives less than a week for our general members to review during holiday season, which is not respectful for general members.


非常抱歉。本届理事会在10月初成型,首要任务是进入角色,并努力接续几个亟待完成的项目,例如GW2008的最后12名学生,教师奖的学生奖和核准,GB2010的公告的草拟和讨论,以及应急处理一些公共论坛上发生的争论和GB2010内部的讨论。虽然早在10月底11月初即有想法要着手推动章程的修改,但各项事务头绪较多,直到12月底才拟出章程修改方案的第一版公开稿 并 在GB2010内部启动的讨论。后历经约一个月,改了很多次稿,在12月下旬,我提出当时那个版本可以主动供GB以外的会员审阅了,时隔多日,GB2010没有提出异议,除了几处琐碎的细节文字的商榷。然后就是目前在AF的官网公布的修改建议方案的PDF文件了。【注:GB2010讨论过程中全部的邮件和变动中的各个版本的文档都在GB2010的邮件组里有存档。会员可以向GB2010提出要求,查看一路的讨论内容和文档内容的变化。】

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