RESOLUTION: GBR-201025 Form of the legal committee and Approval of paying legal fee for professional assistance, 2009GB

Form of the legal committee and Approval of paying legal fee for professional assistance, 2009GB

January 5th, 2010

Note: AF is a shorthand name for USTC Alumni Foundation (USTCAF);

GB stands for the governing board of USTCAF.

1. Background


On December 28th 2009, Mr. Li, Xun raised a lawsuit against the USTCAF GB2009 challenging its legitimacy. Please see attached letter from court for details


2. Resolution

In response to this challenge, USTCAF GB2009 decided to form a legal committee to take charge of all legal matters associated with this lawsuit as a result of the board meeting held on January 1st 2010 EST.

The legal committee consists of the following six members from the USTCAF GB2009: Xuejun WU, WeiJia WANG, Xiaohua ZHNAG, Hua JIANG, Xiaogang CHEN, Tian XUE.

In order to make sure that our following decisions comply to the US federal and Delaware State laws, USTCAF GB2009 decided to seek professional legal assistance from a well respected law firm (to be determined and announced as soon as the legal committee makes the final choice), including reviewing of the bylaw proposed by GB2009, negotiation with the attorney of the plaintiff and possible appearance in court (even though, GB2009 and the legal committee will strive the hardest to avoid such a result).

There will be cost incurred from the professional legal assistance. Although GB2009 tries to minimize the operational cost, in view of the currently unfortunate development and in order to avoid any delay in legal response, GB2009 decides to approve this legal cost and to authorize Shangyou ZHANG to send necessary legal fee to the chosen attorney in a timely manner. GB2009 may set up a special fund accepting pledges for the legal cost if the majority GB2009 members vote so. The Chair of GB2009 will notify Shangyou ZHANG about the exact number of fee and the time it should be sent. No other resolution is needed for each such transaction, but GB2009 and Shangyou ZHANG should formally record every transaction clearly, openly and separately for accounting purpose.


3. Bill of Conflicts


Were there any conflict of interests, AF will reserve the final rights to interpret this article. The decisions made by GB on matters related to set up the legal committee and to handle the legal fee are final.


4. Exemptions

Any exemption from the guidelines listed in this article or modifications concerning this matter will need to be approved by at least 2/3 GB members.


Add'l info
CHEN Xiaogang
WANG, Weijia
WU, Xuejun
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