Q&A Regarding 2011 Bylaws Amendments 章程修改案问答 - 章程修改案问答 Page 2

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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,